REPRESENTATIONS AND WARRANTIES 44. SECTION 4.01 Representations and Warranties of the Borrower 44 SECTION 4.02 No Waiver 51 ARTICLE V CONDITIONS 51 SECTION 5.01 Conditions to the Initial Advance 51 SECTION 5.02 Conditions to Each Advance and Release 54 SECTION 5.03 Conditions to Amendment and Restatement of the Existing Credit Agreement 55 ARTICLE VI COVENANTS 56 SECTION 6.01 Affirmative Covenants 56 SECTION 6.02 Negative Covenants 61 SECTION 6.03 Hedging Covenant 63 ARTICLE VII EVENTS OF DEFAULT 63 i SECTION 7.01 Events of Default 63 SECTION 7.02 Remedies 65 SECTION 7.03 Securitization Cooperation 65 ARTICLE VIII AGENTS; SPECIAL LENDER TERMS; LIMITATIONS OF CLAIMS 66 SECTION 8.01 Agents 66 SECTION 8.02 The Collateral Trustee 68 SECTION 8.03 Multiple Roles 69 SECTION 8.04 Acknowledgement and Consent to Bail-In of EEA Financial Institutions 69 SECTION 8.05 Limitation on Claims Against Conduit Lenders 70 ARTICLE IX MISCELLANEOUS PROVISIONS 70 SECTION 9.01 Amendments; Supplements; Modifications; Waivers 70 SECTION 9.02 Confidentiality; Publicity 71 SECTION 9.03 Binding on Successors and Assigns 73 SECTION 9.04 Termination; Survival 75 SECTION 9.05 Transaction Documents; Entire Agreement 75 SECTION 9.06 Payment of Costs and Expenses; Indemnification 75 SECTION 9.07 Notices 77 SECTION 9.08 Severability of Provisions 78 SECTION 9.09 Tax Characterization 78 SECTION 9.10 Full Recourse to Borrower 78 SECTION 9.11 Governing Law 78 SECTION 9.12 Submission to Jurisdiction 78 SECTION 9.13 Waiver of Jury Trial 79 SECTION 9.14 Counterparts; Electronic Delivery 79 SECTION 9.15 Nonpetition Covenants 79 SCHEDULES AND EXHIBITS Schedule I Conduit Lender; Committed Lender; Commitment; Related Group Schedule II Advance Rate and Vintage Loss Percentage Calculations Schedule III Data File Fields Schedule IV Eligible Receivables Criteria Schedule V Excess Concentration Calculation Schedule VI Separateness Covenants Schedule VII Seller Financial Covenants Schedule VIII ERISA Schedule IX Permitted Holders Exhibit A Form of Advance Notice Exhibit B Form of Assignment and Assumption Agreement Exhibit C Form of Borrowing Base Certificate Exhibit D Credit and Collection Policy Summary* Exhibit E Form of Financials Compliance Certificate Exhibit F Form of Prepayment/Release Notice Exhibit G Form of Servicer’s Monthly Settlement Certificate * Confidential Treatment Requested AMENDED AND RESTATED WAREHOUSE CREDIT AGREEMENT This AMENDED AND RESTATED WAREHOUSE CREDIT AGREEMENT, dated as of March 25, 2019 (as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made by and among LENDINGCLUB WAREHOUSE I LLC, a Delaware limited liability company, as borrower (the “Borrower”), the LENDERS (as defined in Article I), CITIBANK, N.A., a national banking association, as administrative agent (in such capacity, the “Administrative Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association (“WTNA”), in its capacity as paying agent (in such capacity, the “Paying Agent”) and collateral trustee (in such capacity, the “Collateral Trustee”).
Appears in 1 contract
Samples: Assignment and Assumption Agreement (LendingClub Corp)
REPRESENTATIONS AND WARRANTIES 44. SECTION 4.01 Section 4.1. Borrower Representations and Warranties 44 Section 4.2. Incorporation of the Borrower 44 SECTION 4.02 No Waiver Representations 51 Section 4.3. Survival of Representations 51 ARTICLE V CONDITIONS BORROWER COVENANTS 51 SECTION 5.01 Conditions to the Initial Advance Section 5.1. Affirmative Covenants 51 SECTION 5.02 Conditions to Each Advance and Release 54 SECTION 5.03 Conditions to Amendment and Restatement of the Existing Credit Agreement 55 Section 5.2. Negative Covenants 62 ARTICLE VI COVENANTS 56 SECTION 6.01 Affirmative Covenants 56 SECTION 6.02 Negative Covenants 61 SECTION 6.03 Hedging Covenant 63 INSURANCE; CASUALTY; CONDEMNATION; REQUIRED REPAIRS 66 Section 6.1. Insurance 68 Section 6.2. Casualty and Condemnation 68 Section 6.3. Application of Net Proceeds 72 ARTICLE VII EVENTS OF DEFAULT 63 i CASH MANAGEMENT; RESERVE FUNDS; DISTRIBUTIONS 72 Section 7.1. Deposit Account and Accounts Generally 72 Section 7.2. Borrower Operating Account 73 Section 7.3. Project Costs Contingency Reserve Account 73 Section 7.4. Additional Reserve Account 73 Section 7.5. Completion Guarantor Cash Collateral Account 75 Section 7.6. Application of Accounts following Event of Default 75 Section 7.7. Security Interest in Funds 76 Section 7.8. Order of Priority of Funds in Deposit Account 76 ARTICLE VIII DEFAULTS 76 Section 8.1. Event of Default 77 Section 8.2. Remedies 79 Section 8.3. Remedies Cumulative; Waivers 81 ARTICLE IX SPECIAL PROVISIONS SECTION 7.01 81 Section 9.1. Sale of Loan 81 Section 9.2. Severance Documentation 82 Section 9.3. Confidentiality 83 Section 9.4. Recourse 83 Section 9.5. Servicer 86 ARTICLE X MISCELLANEOUS 86 Section 10.1. Survival 86 Section 10.2. Agent’s and Lender’s Discretion 86 Section 10.3. Governing Law 87 Section 10.4. Modification, Waiver in Writing 87 Section 10.5. Delay Not a Waiver 87 Section 10.6. Notices 88 Section 10.7. Trial by Jury 89 Section 10.8. Headings 89 Section 10.9. Severability 89 Section 10.10. Preferences 89 Section 10.11. Waiver of Notice 89 Section 10.12. Remedies of Borrower 89 Section 10.13. Expenses; Indemnity 92 Section 10.14. Schedules Incorporated 93 Section 10.15. Offsets, Counterclaims and Defenses 93 Section 10.16. No Joint Venture or Partnership; No Third Party Beneficiaries 93 Section 10.17. Exculpation of Lender 94 Section 10.18. Publicity 94 Section 10.19. Waiver of Marshalling of Assets 94 Section 10.20. Waiver of Counterclaim 94 Section 10.21. Conflict; Construction of Documents; Reliance 94 Section 10.22. Brokers and Financial Advisors 95 Section 10.23. Prior Agreements 95 Section 10.24. Joint and Several Liability 95 Section 10.25. Negation of Implied Right to Cure Events of Default 63 SECTION 7.02 Remedies 65 SECTION 7.03 Securitization Cooperation 65 ARTICLE VIII AGENTS; SPECIAL LENDER TERMS; LIMITATIONS OF CLAIMS 66 SECTION 8.01 Agents 66 SECTION 8.02 The Collateral Trustee 68 SECTION 8.03 Multiple Roles 69 SECTION 8.04 Acknowledgement and Consent to Bail-In of EEA Financial Institutions 69 SECTION 8.05 Limitation on Claims Against Conduit Lenders 70 ARTICLE IX MISCELLANEOUS PROVISIONS 70 SECTION 9.01 Amendments; Supplements; Modifications; Waivers 70 SECTION 9.02 Confidentiality; Publicity 71 SECTION 9.03 Binding on 95 Section 10.26. Successors and Assigns 73 SECTION 9.04 Termination; Survival 75 SECTION 9.05 Transaction Documents; Entire Agreement 75 SECTION 9.06 Payment 95 Section 10.27. Confidentiality. 95 ARTICLE XI AGENT 96 Section 11.1. Appointment 96 Section 11.2. Delegation of Costs Duties 96 Section 11.3. Exculpatory Provisions 96 Section 11.4. Reliance by Agent 97 Section 11.5. Notice of Default 97 Section 11.6. Non-Reliance on Agent and Expenses; Other Lenders 97 Section 11.7. Indemnification 75 SECTION 9.07 Notices 77 SECTION 9.08 Severability of Provisions 78 SECTION 9.09 Tax Characterization 78 SECTION 9.10 Full Recourse to Borrower 78 SECTION 9.11 Governing Law 78 SECTION 9.12 Submission to Jurisdiction 78 SECTION 9.13 Waiver of Jury Trial 79 SECTION 9.14 Counterparts; Electronic Delivery 79 SECTION 9.15 Nonpetition Covenants 79 SCHEDULES AND EXHIBITS Schedule I Conduit Lender; Committed Lender; Commitment; Related Group Schedule II Advance Rate and Vintage Loss Percentage Calculations Schedule III Data File Fields Schedule IV Eligible Receivables Criteria Schedule V Excess Concentration Calculation Schedule VI Separateness Covenants Schedule VII Seller Financial Covenants Schedule VIII ERISA Schedule IX Permitted Holders Exhibit A Form of Advance Notice Exhibit B Form of Assignment and Assumption Agreement Exhibit C Form of Borrowing Base Certificate Exhibit D Credit and Collection Policy Summary* Exhibit E Form of Financials Compliance Certificate Exhibit F Form of Prepayment/Release Notice Exhibit G Form of Servicer97 Section 11.8. Agent in Its Individual Capacity 98 Section 11.9. Successor Agent 98 Section 11.10. Limitations on Agent’s Monthly Settlement Certificate * Confidential Treatment Requested AMENDED AND RESTATED WAREHOUSE CREDIT AGREEMENT This AMENDED AND RESTATED WAREHOUSE CREDIT AGREEMENT, dated as of March 25, 2019 (as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made by and among LENDINGCLUB WAREHOUSE I LLC, a Delaware limited liability company, as borrower (the “Borrower”), the LENDERS (as defined in Article I), CITIBANK, N.A., a national banking association, as administrative agent (in such capacity, the “Administrative Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association (“WTNA”), in its capacity as paying agent (in such capacity, the “Paying Agent”) and collateral trustee (in such capacity, the “Collateral Trustee”).Liability 98 ARTICLE XII RIGHT OF FIRST OFFER 98
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES 44. SECTION 4.01 Representations and Warranties of the Borrower Section 6.01 The Master Issuer 44 SECTION 4.02 No Waiver 51 Section 6.02 The Manager 46 Section 6.03 Lender Parties 46 ARTICLE V VII CONDITIONS 51 SECTION 5.01 48 Section 7.01 Conditions to the Issuance and Effectiveness 48 Section 7.02 Conditions to Initial Advance 51 SECTION 5.02 Extensions of Credit 48 Section 7.03 Conditions to Each Advance and Release 54 SECTION 5.03 Conditions to Amendment and Restatement Extension of the Existing Credit Agreement 55 ARTICLE VI COVENANTS 56 SECTION 6.01 Affirmative Covenants 56 SECTION 6.02 Negative Covenants 61 SECTION 6.03 Hedging Covenant 63 ARTICLE VII EVENTS OF DEFAULT 63 i SECTION 7.01 Events of Default 63 SECTION 7.02 Remedies 65 SECTION 7.03 Securitization Cooperation 65 48 ARTICLE VIII AGENTS; SPECIAL LENDER TERMS; LIMITATIONS OF CLAIMS 66 SECTION COVENANTS 50 Section 8.01 Agents 66 SECTION 8.02 The Collateral Trustee 68 SECTION 8.03 Multiple Roles 69 SECTION 8.04 Acknowledgement and Consent to Bail-In of EEA Financial Institutions 69 SECTION 8.05 Limitation on Claims Against Conduit Lenders 70 Covenants 50 ARTICLE IX MISCELLANEOUS PROVISIONS 70 SECTION 51 Section 9.01 AmendmentsAmendments 51 Section 9.02 No Waiver; Supplements; Modifications; Waivers 70 SECTION 9.02 Confidentiality; Publicity 71 SECTION Remedies 52 Section 9.03 Binding on Successors and Assigns 73 SECTION 52 Section 9.04 Termination; Survival 75 SECTION of Agreement 53 Section 9.05 Transaction Documents; Entire Agreement 75 SECTION 9.06 Payment of Costs and Expenses; Indemnification 75 SECTION 54 Section 9.06 Characterization as Related Document; Entire Agreement 56 Section 9.07 Notices 77 SECTION 57 Section 9.08 Severability of Provisions 78 SECTION 57 Section 9.09 Tax Characterization 78 SECTION 57 Section 9.10 Full No Proceedings; Limited Recourse 57 Section 9.11 Confidentiality 58 Section 9.12 GOVERNING LAW; CONFLICTS WITH INDENTURE 59 Section 9.13 JURISDICTION 59 Section 9.14 WAIVER OF JURY TRIAL 59 Section 9.15 Counterparts 60 Section 9.16 Third Party Beneficiary 60 Section 9.17 Assignment 60 Section 9.18 Defaulting Investors 62 Section 9.19 Consent to Borrower 78 SECTION 9.11 Governing Law 78 SECTION 9.12 Submission to Jurisdiction 78 SECTION 9.13 Waiver of Jury Trial 79 SECTION 9.14 Counterparts; Electronic Delivery 79 SECTION 9.15 Nonpetition Covenants 79 SCHEDULES AND EXHIBITS Schedule I Conduit Lender; Committed Lender; Commitment; Related Group Schedule II Advance Rate and Vintage Loss Percentage Calculations Schedule III Data File Fields Schedule IV Eligible Receivables Criteria Schedule V Excess Concentration Calculation Schedule VI Separateness Covenants Schedule VII Seller Financial Covenants Schedule VIII ERISA Schedule IX Permitted Holders Exhibit A Form of Advance Notice Exhibit B Form of Assignment and Assumption Agreement Exhibit C Form of Borrowing Base Certificate Exhibit D Credit and Collection Policy Summary* Exhibit E Form of Financials Compliance Certificate Exhibit F Form of Prepayment/Release Notice Exhibit G Form of Servicer’s Monthly Settlement Certificate * Confidential Treatment Requested AMENDED AND RESTATED WAREHOUSE CREDIT AGREEMENT This AMENDED AND RESTATED WAREHOUSE CREDIT AGREEMENT, dated as of March 25, 2019 (as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made by and among LENDINGCLUB WAREHOUSE I LLC, a Delaware limited liability company, as borrower (the “Borrower”), the LENDERS (as defined in Article I), CITIBANK, N.A., a national banking association, as administrative agent (in such capacity, the “Administrative Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association (“WTNA”), in its capacity as paying agent (in such capacity, the “Paying Agent”) and collateral trustee (in such capacity, the “Collateral Trustee”).Springing Amendments 62
Appears in 1 contract
Samples: Note Purchase Agreement (Dunkin' Brands Group, Inc.)
REPRESENTATIONS AND WARRANTIES 44. SECTION 4.01 Representations and Warranties of the Borrower Section 6.01 The Master Issuer 44 SECTION 4.02 No Waiver 51 Section 6.02 The Manager 46 Section 6.03 Lender Parties 46 ARTICLE V VII CONDITIONS 51 SECTION 5.01 48 Section 7.01 Conditions to the Issuance and Effectiveness 48 Section 7.02 Conditions to Initial Advance 51 SECTION 5.02 Extensions of Credit 48 Section 7.03 Conditions to Each Advance and Release 54 SECTION 5.03 Conditions to Amendment and Restatement Extension of the Existing Credit Agreement 55 ARTICLE VI COVENANTS 56 SECTION 6.01 Affirmative Covenants 56 SECTION 6.02 Negative Covenants 61 SECTION 6.03 Hedging Covenant 63 ARTICLE VII EVENTS OF DEFAULT 63 i SECTION 7.01 Events of Default 63 SECTION 7.02 Remedies 65 SECTION 7.03 Securitization Cooperation 65 48 ARTICLE VIII AGENTS; SPECIAL LENDER TERMS; LIMITATIONS OF CLAIMS 66 SECTION COVENANTS 50 Section 8.01 Agents 66 SECTION 8.02 The Collateral Trustee 68 SECTION 8.03 Multiple Roles 69 SECTION 8.04 Acknowledgement and Consent to Bail-In of EEA Financial Institutions 69 SECTION 8.05 Limitation on Claims Against Conduit Lenders 70 Covenants 50 ARTICLE IX MISCELLANEOUS PROVISIONS 70 SECTION 51 Section 9.01 AmendmentsAmendments 51 Section 9.02 No Waiver; Supplements; Modifications; Waivers 70 SECTION 9.02 Confidentiality; Publicity 71 SECTION Remedies 52 Section 9.03 Binding on Successors and Assigns 73 SECTION 52 Section 9.04 Termination; Survival 75 SECTION of Agreement 53 Section 9.05 Transaction Documents; Entire Agreement 75 SECTION 9.06 Payment of Costs and Expenses; Indemnification 75 SECTION 54 Section 9.06 Characterization as Related Document; Entire Agreement 56 Section 9.07 Notices 77 SECTION 57 Section 9.08 Severability of Provisions 78 SECTION 57 Section 9.09 Tax Characterization 78 SECTION 57 Section 9.10 Full No Proceedings; Limited Recourse 57 Section 9.11 Confidentiality 58 Section 9.12 GOVERNING LAW; CONFLICTS WITH INDENTURE 59 Section 9.13 JURISDICTION 59 Section 9.14 WAIVER OF JURY TRIAL 59 Section 9.15 Counterparts 60 Section 9.16 Third Party Beneficiary 60 Section 9.17 Assignment 60 Section 9.18 Defaulting Investors 62 Section 9.19 Consent to Borrower 78 SECTION 9.11 Governing Law 78 SECTION 9.12 Submission to Jurisdiction 78 SECTION 9.13 Waiver of Jury Trial 79 SECTION 9.14 Counterparts; Electronic Delivery 79 SECTION 9.15 Nonpetition Covenants 79 SCHEDULES AND EXHIBITS Schedule I Conduit Lender; Committed Lender; Commitment; Related Group Schedule II Advance Rate and Vintage Loss Percentage Calculations Schedule III Data File Fields Schedule IV Eligible Receivables Criteria Schedule V Excess Concentration Calculation Schedule VI Separateness Covenants Schedule VII Seller Financial Covenants Schedule VIII ERISA Schedule IX Permitted Holders Exhibit A Form of Advance Notice Exhibit B Form of Assignment and Assumption Agreement Exhibit C Form of Borrowing Base Certificate Exhibit D Credit and Collection Policy Summary* Exhibit E Form of Financials Compliance Certificate Exhibit F Form of Prepayment/Release Notice Exhibit G Form of Servicer’s Monthly Settlement Certificate * Confidential Treatment Requested AMENDED AND RESTATED WAREHOUSE CREDIT AGREEMENT This AMENDED AND RESTATED WAREHOUSE CREDIT AGREEMENT, dated as of March 25, 2019 (as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made by and among LENDINGCLUB WAREHOUSE I LLC, a Delaware limited liability company, as borrower (the “Borrower”), the LENDERS (as defined in Article I), CITIBANK, N.A., a national banking association, as administrative agent (in such capacity, the “Administrative Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association (“WTNA”), in its capacity as paying agent (in such capacity, the “Paying Agent”) and collateral trustee (in such capacity, the “Collateral Trustee”).Springing Amendments 62 Section 9.20 No Fiduciary Duty 62
Appears in 1 contract
Samples: Note Purchase Agreement (Dunkin' Brands Group, Inc.)
REPRESENTATIONS AND WARRANTIES 44. SECTION 4.01 Representations Section 4.1. Organization and Warranties Good Standing 44 Section 4.2. Due Authorization 44 Section 4.3. No Conflicts 44 Section 4.4. Consents 44 Section 4.5. Enforceable Obligations 45 Section 4.6. Financial Condition 45 Section 4.7. Intentionally Omitted 45 Section 4.8. No Default 45 Section 4.9. Intentionally Omitted 45 Section 4.10. Taxes 45 Section 4.11. Compliance with Law 45 Section 4.12. [Reserved] 45 Section 4.13. ERISA 46 Section 4.14. Use of the Borrower 44 SECTION 4.02 No Waiver 51 Proceeds 47 Section 4.15. Government Regulation 47 Section 4.16. Disclosure 47 Section 4.17. OFAC; Anti-Corruption Laws; Anti-Money Laundering Laws 47 Section 4.18. Insurance 48 Section 4.19. Franchises, Licenses, Etc. 48 Section 4.20. [Reserved] 48 Section 4.21. Subsidiaries 48 Section 4.22. Affected Financial Institution 48 Section 4.23. Beneficial Ownership 48 ARTICLE V CONDITIONS AFFIRMATIVE COVENANTS 48 Section 5.1. Information Covenants 48 Section 5.2. Debt to Capitalization Ratio 50 Section 5.3. Preservation of Existence, Franchises and Assets 51 SECTION 5.01 Conditions to the Initial Advance Section 5.4. Books and Records 51 SECTION 5.02 Conditions to Each Advance Section 5.5. Compliance with Law 51 Section 5.6. Payment of Taxes and Release 54 SECTION 5.03 Conditions to Amendment and Restatement Other Claims 51 Section 5.7. Insurance 51 Section 5.8. Use of the Existing Credit Agreement 55 Proceeds 51 Section 5.9. Audits/Inspections 52 ARTICLE VI NEGATIVE COVENANTS 56 SECTION 6.01 Affirmative Covenants 56 SECTION 6.02 Negative Covenants 61 SECTION 6.03 Hedging Covenant 63 52 Section 6.1. Nature of Business 52 Section 6.2. Consolidation and Merger 52 Section 6.3. Sale or Lease of Assets 52 Section 6.4. Arm’s-Length Transactions 53 Section 6.5. [Reserved] 53 Section 6.6. Liens 53 Section 6.7. Required Clear Period 54 ARTICLE VII EVENTS OF DEFAULT 63 i SECTION 7.01 54 Section 7.1. Events of Default 63 SECTION 7.02 54 Section 7.2. Acceleration; Remedies 65 SECTION 7.03 Securitization Cooperation 65 56 Section 7.3. Allocation of Payments After Event of Default 57 ARTICLE VIII AGENTSTHE ADMINISTRATIVE AGENT 58 Section 8.1. Appointment of Administrative Agent 58 Section 8.2. Nature of Duties of Administrative Agent 58 Section 8.3. Lack of Reliance on the Administrative Agent 59 Section 8.4. Certain Rights of the Administrative Agent 59 Section 8.5. Reliance by Administrative Agent 59 Section 8.6. The Administrative Agent in its Individual Capacity 59 Section 8.7. Successor Administrative Agent 59 Section 8.8. Co-Documentation Agents; SPECIAL LENDER TERMSSyndication Agent 60 Section 8.9. Erroneous Payments 60 ARTICLE IX MISCELLANEOUS 62 Section 9.1. Notices 62 Section 9.2. Waiver; LIMITATIONS Amendments 66 Section 9.3. Expenses; Indemnification 67 Section 9.4. Successors and Assigns 68 Section 9.5. Governing Law; Jurisdiction; Consent to Service of Process 72 Section 9.6. WAIVER OF CLAIMS 66 SECTION 8.01 Agents 66 SECTION 8.02 The Collateral Trustee 68 SECTION 8.03 Multiple Roles 69 SECTION 8.04 Acknowledgement JURY TRIAL 72 Section 9.7. Right of Setoff 73 Section 9.8. Counterparts; Integration 73 Section 9.9. Survival 73 Section 9.10. Severability 74 Section 9.11. Confidentiality 74 Section 9.12. Interest Rate Limitation 74 Section 9.13. Waiver of Effect of Corporate Seal 75 Section 9.14. Patriot Act 75 Section 9.15. No Fiduciary Duty 75 Section 9.16. Acknowledgment and Consent to Bail-In of EEA Affected Financial Institutions 69 SECTION 8.05 Limitation on Claims Against Conduit Lenders 70 ARTICLE IX MISCELLANEOUS PROVISIONS 70 SECTION 9.01 Amendments; Supplements; Modifications; Waivers 70 SECTION 9.02 Confidentiality; Publicity 71 SECTION 9.03 Binding on Successors and Assigns 73 SECTION 9.04 Termination; Survival 75 SECTION 9.05 Transaction Documents; Entire Agreement 75 SECTION 9.06 Payment of Costs and Expenses; Indemnification 75 SECTION 9.07 Notices 76 Section 9.17. Certain ERISA Matters 76 Section 9.18. Acknowledgment Regarding Any Supported QFCs 77 SECTION 9.08 Severability of Provisions 78 SECTION 9.09 Tax Characterization 78 SECTION 9.10 Full Recourse to Borrower 78 SECTION 9.11 Governing Law 78 SECTION 9.12 Submission to Jurisdiction 78 SECTION 9.13 Waiver of Jury Trial 79 SECTION 9.14 Counterparts; Electronic Delivery 79 SECTION 9.15 Nonpetition Covenants 79 SCHEDULES AND EXHIBITS Schedules Schedule I Conduit Lender; Committed Lender; Commitment; Related Group - Applicable Margins and Applicable Percentages Schedule II Advance Rate and Vintage Loss Percentage Calculations - Commitment Amounts Schedule III Data File Fields Schedule IV Eligible Receivables Criteria Schedule V Excess Concentration Calculation Schedule VI Separateness Covenants Schedule VII Seller Financial Covenants Schedule VIII ERISA Schedule IX Permitted Holders 4.21 - Subsidiaries Exhibits Exhibit A Form of Advance Notice Exhibit B - Form of Assignment and Assumption Agreement Acceptance Exhibit C B-1 - Form of Borrowing Base Certificate Exhibit D Credit and Collection Policy Summary* Exhibit E Form of Financials U.S. Tax Compliance Certificate Exhibit F B-2 - Form of Prepayment/Release Notice U.S. Tax Compliance Certificate Exhibit G B-3 - Form of ServicerU.S. Tax Compliance Certificate Exhibit B-4 - Form of U.S. Tax Compliance Certificate Exhibit 2.3 - Form of Notice of Borrowing Exhibit 2.5 - Form of Notice of Conversion/Continuation Exhibit 3.1(b)(iii) - Form of Secretary’s Monthly Settlement Certificate * Confidential Treatment Requested AMENDED AND RESTATED WAREHOUSE Exhibit 3.1(b)(vi) - Form of Officer’s Certificate Exhibit 5.1(c) - Form of Compliance Certificate REVOLVING CREDIT AGREEMENT This AMENDED AND RESTATED WAREHOUSE THIS REVOLVING CREDIT AGREEMENT, dated as of March 25, 2019 AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), ) is made and entered into as of March 28, 2024, by and among LENDINGCLUB WAREHOUSE I LLCATMOS ENERGY CORPORATION, a Delaware limited liability company, as borrower Texas and Virginia corporation (the “Borrower”), the LENDERS several banks and other financial institutions and lenders from time to time party hereto (as defined in Article Ithe “Lenders”), CITIBANKand CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, N.A., a national banking association, in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association (“WTNA”), in its capacity as paying agent (in such capacity, the “Paying Agent”) and collateral trustee (in such capacity, the “Collateral Trustee”).
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES 44. SECTION 4.01 Representations Section 4.1. Organization and Warranties Good Standing 44 Section 4.2. Due Authorization 44 Section 4.3. No Conflicts 44 Section 4.4. Consents 44 Section 4.5. Enforceable Obligations 44 Section 4.6. Financial Condition 45 Section 4.7. Intentionally Omitted 45 Section 4.8. No Default 45 Section 4.9. Intentionally Omitted 45 Section 4.10. Taxes 45 Section 4.11. Compliance with Law 45 Section 4.12. [Reserved] 45 Section 4.13. ERISA 45 Section 4.14. Use of the Borrower 44 SECTION 4.02 No Waiver 51 Proceeds 46 Section 4.15. Government Regulation 47 Section 4.16. Disclosure 47 Section 4.17. OFAC; Anti-Corruption Laws; Anti-Money Laundering Laws 47 Section 4.18. Insurance 48 Section 4.19. Franchises, Licenses, Etc. 48 Section 4.20. [Reserved] 48 Section 4.21. Subsidiaries 48 Section 4.22. Affected Financial Institution 48 Section 4.23. Beneficial Ownership 48 ARTICLE V CONDITIONS AFFIRMATIVE COVENANTS 48 Section 5.1. Information Covenants 48 Section 5.2. Debt to Capitalization Ratio 50 Section 5.3. Preservation of Existence, Franchises and Assets 51 SECTION 5.01 Conditions to the Initial Advance Section 5.4. Books and Records 51 SECTION 5.02 Conditions to Each Advance Section 5.5. Compliance with Law 51 Section 5.6. Payment of Taxes and Release 54 SECTION 5.03 Conditions to Amendment and Restatement Other Claims 51 Section 5.7. Insurance 51 Section 5.8. Use of the Existing Credit Agreement 55 Proceeds 51 Section 5.9. Audits/Inspections 52 ARTICLE VI NEGATIVE COVENANTS 56 SECTION 6.01 Affirmative Covenants 56 SECTION 6.02 Negative Covenants 61 SECTION 6.03 Hedging Covenant 63 52 Section 6.1. Nature of Business 52 Section 6.2. Consolidation and Merger 52 Section 6.3. Sale or Lease of Assets 52 Section 6.4. Arm’s-Length Transactions 52 Section 6.5. [Reserved] 53 Section 6.6. Liens 53 Section 6.7. Required Clear Period 54 ARTICLE VII EVENTS OF DEFAULT 63 i SECTION 7.01 54 Section 7.1. Events of Default 63 SECTION 7.02 54 Section 7.2. Acceleration; Remedies 65 SECTION 7.03 Securitization Cooperation 65 56 Section 7.3. Allocation of Payments After Event of Default 57 ARTICLE VIII AGENTSTHE ADMINISTRATIVE AGENT 58 Section 8.1. Appointment of Administrative Agent 58 Section 8.2. Nature of Duties of Administrative Agent 58 Section 8.3. Lack of Reliance on the Administrative Agent 59 Section 8.4. Certain Rights of the Administrative Agent 59 Section 8.5. Reliance by Administrative Agent 59 Section 8.6. The Administrative Agent in its Individual Capacity 59 Section 8.7. Successor Administrative Agent 59 Section 8.8. Co-Documentation Agents; SPECIAL LENDER TERMSSyndication Agent 60 Section 8.9. Erroneous Payments 60 ARTICLE IX MISCELLANEOUS 62 Section 9.1. Notices 62 Section 9.2. Waiver; LIMITATIONS Amendments 66 Section 9.3. Expenses; Indemnification 67 Section 9.4. Successors and Assigns 68 Section 9.5. Governing Law; Jurisdiction; Consent to Service of Process 72 Section 9.6. WAIVER OF CLAIMS 66 SECTION 8.01 Agents 66 SECTION 8.02 The Collateral Trustee 68 SECTION 8.03 Multiple Roles 69 SECTION 8.04 Acknowledgement JURY TRIAL 72 Section 9.7. Right of Setoff 73 Section 9.8. Counterparts; Integration 73 Section 9.9. Survival 73 Section 9.10. Severability 74 Section 9.11. Confidentiality 74 Section 9.12. Interest Rate Limitation 74 Section 9.13. Waiver of Effect of Corporate Seal 75 Section 9.14. Patriot Act 75 Section 9.15. No Fiduciary Duty 75 Section 9.16. Acknowledgment and Consent to Bail-In of EEA Affected Financial Institutions 69 SECTION 8.05 Limitation on Claims Against Conduit Lenders 70 ARTICLE IX MISCELLANEOUS PROVISIONS 70 SECTION 9.01 Amendments; Supplements; Modifications; Waivers 70 SECTION 9.02 Confidentiality; Publicity 71 SECTION 9.03 Binding on Successors and Assigns 73 SECTION 9.04 Termination; Survival 75 SECTION 9.05 Transaction Documents; Entire Agreement 75 SECTION 9.06 Payment of Costs and Expenses; Indemnification 75 SECTION 9.07 Notices 76 Section 9.17. Certain ERISA Matters 76 Section 9.18. Acknowledgment Regarding Any Supported QFCs 77 SECTION 9.08 Severability of Provisions 78 SECTION 9.09 Tax Characterization 78 SECTION 9.10 Full Recourse to Borrower 78 SECTION 9.11 Governing Law 78 SECTION 9.12 Submission to Jurisdiction 78 SECTION 9.13 Waiver of Jury Trial 79 SECTION 9.14 Counterparts; Electronic Delivery 79 SECTION 9.15 Nonpetition Covenants 79 SCHEDULES AND EXHIBITS Schedules Schedule I Conduit Lender; Committed Lender; Commitment; Related Group - Applicable Margins and Applicable Percentages Schedule II Advance Rate and Vintage Loss Percentage Calculations - Commitment Amounts Schedule III Data File Fields Schedule IV Eligible Receivables Criteria Schedule V Excess Concentration Calculation Schedule VI Separateness Covenants Schedule VII Seller Financial Covenants Schedule VIII ERISA Schedule IX Permitted Holders 4.21 - Subsidiaries Exhibits Exhibit A Form of Advance Notice Exhibit B - Form of Assignment and Assumption Agreement Acceptance Exhibit C B-1 - Form of Borrowing Base Certificate Exhibit D Credit and Collection Policy Summary* Exhibit E Form of Financials U.S. Tax Compliance Certificate Exhibit F B-2 - Form of Prepayment/Release Notice U.S. Tax Compliance Certificate Exhibit G B-3 - Form of ServicerU.S. Tax Compliance Certificate Exhibit B-4 - Form of U.S. Tax Compliance Certificate Exhibit 2.3 - Form of Notice of Borrowing Exhibit 2.5 - Form of Notice of Conversion/Continuation Exhibit 3.1(b)(iii) - Form of Secretary’s Monthly Settlement Certificate * Confidential Treatment Requested AMENDED AND RESTATED WAREHOUSE Exhibit 3.1(b)(vi) - Form of Officer’s Certificate Exhibit 5.1(c) - Form of Compliance Certificate REVOLVING CREDIT AGREEMENT This AMENDED AND RESTATED WAREHOUSE THIS REVOLVING CREDIT AGREEMENT, dated as of March 25, 2019 AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), ) is made and entered into as of March 28, 2024, by and among LENDINGCLUB WAREHOUSE I LLCATMOS ENERGY CORPORATION, a Delaware limited liability company, as borrower Texas and Virginia corporation (the “Borrower”), the LENDERS several banks and other financial institutions and lenders from time to time party hereto (as defined in Article Ithe “Lenders”), CITIBANKand CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK, N.A., a national banking association, in its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association (“WTNA”), in its capacity as paying agent (in such capacity, the “Paying Agent”) and collateral trustee (in such capacity, the “Collateral Trustee”).
Appears in 1 contract
REPRESENTATIONS AND WARRANTIES 44. SECTION 4.01 Representations Section 4.1. Existence; Power 44 Section 4.2. Organizational Power; Authorization 44 Section 4.3. Governmental Approvals; No Conflicts 44 Section 4.4. Financial Statements 45 Section 4.5. Litigation and Warranties Environmental Matters 45 Section 4.6. Compliance with Laws and Agreements 45 Section 4.7. Investment Company Act, Etc. 46 Section 4.8. Taxes 46 Section 4.9. Margin Regulations 46 Section 4.10. ERISA 46 Section 4.11. Ownership of the Borrower 44 SECTION 4.02 No Waiver 51 Property 47 Section 4.12. Disclosure 47 Section 4.13. Labor Relations 47 Section 4.14. Subsidiaries 48 Section 4.15. Insolvency 48 Section 4.16. Insurance Licenses 48 Section 4.17. Reinsurance 48 Section 4.18. Reserves 48 Section 4.19. OFAC 49 Section 4.20. Patriot Act 49 ARTICLE V CONDITIONS AFFIRMATIVE COVENANTS 49 Section 5.1. Financial Statements and Other Information 49 Section 5.2. Notices of Material Events 51 SECTION 5.01 Conditions to the Initial Advance 51 SECTION 5.02 Conditions to Each Advance Section 5.3. Existence; Conduct of Business 52 Section 5.4. Compliance with Laws, Etc. 52 Section 5.5. Payment of Obligations 52 Section 5.6. Books and Release 54 SECTION 5.03 Conditions to Amendment Records 53 Section 5.8. Maintenance of Properties; Insurance 53 Section 5.9. Use of Proceeds and Restatement Letters of the Existing Credit Agreement 55 53 ARTICLE VI FINANCIAL COVENANTS 56 SECTION 6.01 Affirmative Covenants 56 SECTION 6.02 Negative Covenants 61 SECTION 6.03 Hedging Covenant 63 53 Section 6.1. Leverage Ratio 54 Section 6.2. Interest Coverage Ratio 54 ARTICLE VII NEGATIVE COVENANTS 54 Section 7.1. Indebtedness 54 Section 7.2. Negative Pledge 55 Section 7.3. Fundamental Changes 56 Section 7.4. Investments, Loans, Etc. 57 Section 7.5. Restricted Payments 58 Section 7.6. Sale of Assets 58 Section 7.7. Transactions with Affiliates 59 Section 7.8. ERISA 60 Section 7.9. Sale and Leaseback Transactions 60 Section 7.10. Hedging Transactions 60 Section 7.11. Accounting Changes 60 Section 7.12. Restrictive Agreements 60 Section 7.13. Lease Obligations 61 Section 7.14. Material Subsidiaries 61 ARTICLE VIII EVENTS OF DEFAULT 63 i SECTION 7.01 62 Section 8.1. Events of Default 63 SECTION 7.02 Remedies 65 SECTION 7.03 Securitization Cooperation 65 ARTICLE VIII AGENTS; SPECIAL LENDER TERMS; LIMITATIONS OF CLAIMS 66 SECTION 8.01 Agents 66 SECTION 8.02 The Collateral Trustee 68 SECTION 8.03 Multiple Roles 69 SECTION 8.04 Acknowledgement and Consent to Bail-In of EEA Financial Institutions 69 SECTION 8.05 Limitation on Claims Against Conduit Lenders 70 62 ARTICLE IX THE ADMINISTRATIVE AGENT 65 Section 9.1. Appointment of Administrative Agent 65 Section 9.2. Nature of Duties of Administrative Agent 65 Section 9.3. Lack of Reliance on the Administrative Agent 66 Section 9.4. Certain Rights of the Administrative Agent 66 Section 9.5. Reliance by Administrative Agent 66 Section 9.6. The Administrative Agent in its Individual Capacity 67 Section 9.7. Successor Administrative Agent 67 Section 9.8. Authorization to Execute other Loan Documents 68 Section 9.9. Co-Documentation Agents; Co-Syndication Agents 68 ARTICLE X MISCELLANEOUS PROVISIONS 68 Section 10.1. Notices 68 Section 10.2. Waiver; Amendments 70 SECTION 9.01 AmendmentsSection 10.3. Expenses; Supplements; Modifications; Waivers 70 SECTION 9.02 Confidentiality; Publicity Indemnification 71 SECTION 9.03 Binding on Section 10.4. Successors and Assigns 73 SECTION 9.04 Termination72 Section 10.5. Governing Law; Jurisdiction; Consent to Service of Process 74 Section 10.6. WAIVER OF JURY TRIAL 75 Section 10.7. Right of Setoff 75 Section 10.8. Counterparts; Integration 76 Section 10.9. Survival 75 SECTION 9.05 Transaction Documents; Entire Agreement 75 SECTION 9.06 Payment of Costs and Expenses; Indemnification 75 SECTION 9.07 Notices 76 Section 10.10. Severability 76 Section 10.11. Confidentiality 76 Section 10.12. Interest Rate Limitation 77 SECTION 9.08 Severability of Provisions 78 SECTION 9.09 Tax Characterization 78 SECTION 9.10 Full Recourse to Borrower 78 SECTION 9.11 Governing Law 78 SECTION 9.12 Submission to Jurisdiction 78 SECTION 9.13 Section 10.13. Waiver of Jury Trial 79 SECTION 9.14 Counterparts; Electronic Delivery 79 SECTION 9.15 Nonpetition Covenants 79 SCHEDULES AND EXHIBITS Effect of Corporate Seal 77 Section 10.14. Location of Closing 77 Schedules - Annex I - Revolving Credit Commitments Schedule I Conduit Lender; Committed Lender; Commitment; Related Group - Applicable Margin and Applicable Percentage Schedule II Advance Rate and Vintage Loss Percentage Calculations 4.5(a) - Litigation Schedule III Data File Fields 4.5(b) - Environmental Matters Schedule IV Eligible Receivables Criteria 4.14 - Subsidiaries Schedule V Excess Concentration Calculation 4.16 - Insurance Subsidiaries Schedule VI Separateness Covenants 4.18 - Reserves Schedule VII Seller Financial Covenants 7.1 - Outstanding Indebtedness Schedule VIII ERISA 7.2 - Existing Liens Schedule IX Permitted Holders 7.14 - Material Subsidiaries Exhibits Exhibit A - Form of Advance Notice Revolving Credit Note Exhibit B - Form of Swingline Note Exhibit C - Form of Assignment and Assumption Agreement Acceptance - Exhibit C 2.3 - Form of Notice of Revolving Borrowing Base Certificate Exhibit D Credit and Collection Policy Summary* Exhibit E 2.5 - Form of Financials Notice of Swingline Borrowing Exhibit 2.7 - Form of Continuation/Conversion Exhibit 5.1(c) - Form of Compliance Certificate Exhibit F Form of Prepayment/Release Notice Exhibit G Form of Servicer’s Monthly Settlement Certificate * Confidential Treatment Requested AMENDED AND RESTATED WAREHOUSE REVOLVING CREDIT AGREEMENT This AMENDED AND RESTATED WAREHOUSE THIS REVOLVING CREDIT AGREEMENT, dated as of March 25, 2019 AGREEMENT (as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), ) is made and entered into as of July 28, 2006, by and among LENDINGCLUB WAREHOUSE I LLCLANDAMERICA FINANCIAL GROUP, INC., a Delaware limited liability company, as borrower Virginia corporation (the “Borrower”), the LENDERS several banks and other financial institutions and lenders from time to time party hereto (as defined the “Lend-ers”) and SUNTRUST BANK, in Article I), CITIBANK, N.A., a national banking association, its capacity as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association as issuing bank (“WTNA”), in its capacity as paying agent (in such capacity, the “Paying AgentIssuing Bank”) and collateral trustee as swingline lender (in such capacity, the “Collateral TrusteeSwingline Lender”).
Appears in 1 contract
Samples: Revolving Credit Agreement (Landamerica Financial Group Inc)
REPRESENTATIONS AND WARRANTIES 44. SECTION 4.01 Representations and Warranties of the Borrower 44 SECTION 4.02 No Waiver 51 ARTICLE V CONDITIONS 51 SECTION 5.01 Conditions to the Initial Advance 51 SECTION 5.02 Conditions to Each Advance and Release 54 SECTION 5.03 Conditions to Amendment and Restatement of the Existing Credit Agreement 55 ARTICLE VI COVENANTS 56 SECTION 6.01 Affirmative Covenants 56 SECTION 6.02 Negative Covenants 61 SECTION 6.03 Hedging Covenant 63 ARTICLE VII EVENTS OF DEFAULT 63 i SECTION 7.01 Events of Default 63 SECTION 7.02 Remedies 65 SECTION 7.03 Securitization Cooperation 65 ARTICLE VIII AGENTS; SPECIAL LENDER TERMS; LIMITATIONS OF CLAIMS 66 SECTION 8.01 Agents 66 SECTION 8.02 The Collateral Trustee 68 SECTION 8.03 Multiple Roles 69 SECTION 8.04 Acknowledgement and Consent to Bail-In of EEA Financial Institutions 69 SECTION 8.05 Limitation on Claims Against Conduit Lenders 70 ARTICLE IX MISCELLANEOUS PROVISIONS 70 SECTION 9.01 Amendments; Supplements; Modifications; Waivers 70 SECTION 9.02 Confidentiality; Publicity 71 SECTION 9.03 Binding on Successors and Assigns 73 SECTION 9.04 Termination; Survival 75 SECTION 9.05 Transaction Documents; Entire Agreement 75 SECTION 9.06 Payment of Costs and Expenses; Indemnification 75 SECTION 9.07 Notices 77 SECTION 9.08 Severability of Provisions 78 SECTION 9.09 Tax Characterization 78 SECTION 9.10 Full Recourse to Borrower 78 SECTION 9.11 Governing Law 78 SECTION 9.12 Submission to Jurisdiction 78 SECTION 9.13 Waiver of Jury Trial 79 SECTION 9.14 Counterparts; Electronic Delivery 79 SECTION 9.15 Nonpetition Covenants 79 SCHEDULES AND EXHIBITS Schedule I Conduit Lender; Committed Lender; Commitment; Related Group Schedule II Advance Rate and Vintage Loss Percentage Calculations Schedule III Data File Fields Schedule IV Eligible Receivables Criteria Schedule V Excess Concentration Calculation Schedule VI Separateness Covenants Schedule VII Seller Financial Covenants Schedule VIII ERISA Schedule IX Permitted Holders Exhibit A Form of Advance Notice Exhibit B Form of Assignment and Assumption Agreement Exhibit C Form of Borrowing Base Certificate Exhibit D Credit and Collection Policy Summary* Summary Exhibit E Form of Financials Compliance Certificate Exhibit F Form of Prepayment/Release Notice Exhibit G Form of Servicer’s Monthly Settlement Certificate * Confidential Treatment Requested AMENDED AND RESTATED WAREHOUSE CREDIT AGREEMENT This AMENDED AND RESTATED WAREHOUSE CREDIT AGREEMENT, dated as of March 25, 2019 (as amended, supplemented, restated or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made by and among LENDINGCLUB WAREHOUSE I LLC, a Delaware limited liability company, as borrower (the “Borrower”), the LENDERS (as defined in Article I), CITIBANK, N.A., a national banking association, as administrative agent (in such capacity, the “Administrative Agent”), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association (“WTNA”), in its capacity as paying agent (in such capacity, the “Paying Agent”) and collateral trustee (in such capacity, the “Collateral Trustee”).
Appears in 1 contract
Samples: Assignment and Assumption Agreement (LendingClub Corp)
