Without limitation of the foregoing, each Lender shall reimburse each of the Agent and Collateral Agent upon demand for its ratable share of any costs or out-of-pocket expenses (including fees and disbursements of counsel) incurred by each of the Agent and Collateral Agent in connection with the preparation, execution, delivery, administration, modification, amendment or enforcement (whether through negotiations, legal proceedings or otherwise) of, or legal advice in respect of rights or responsibilities under, this Agreement, any other Loan Document, or any document contemplated by or referred to herein, to the extent that the Agent or Collateral Agent is not reimbursed for such expenses by or on behalf of the Borrower. 739866994 17557858 124 Fifth Amended and Restated Warehouse Loan Agreement (c) Assignment and Acceptance. In performing its functions and duties under this Agreement and the other Loan Documents, the Agent shall act solely as an agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Facility Party. Additionally, there shall not have existed any judgment, order, injunction or other restraint issued or filed or a hearing seeking injunctive relief or other restraint pending or notified prohibiting or imposing materially adverse, 739866994 17557858 80 Fifth Amended and Restated Warehouse Loan Agreement conditions upon the consummation of the transactions contemplated by the Transaction Documents and otherwise referred to herein or therein. The loan amount a borrower may be eligible for depends on their credit profile, income, and financial needs. (h) Notices. Benchmark Replacement Date means the earlier to occur of the following events with respect to LIBOR: (i) in the case of clause (i) or (ii) of the definition of Benchmark Transition Event, the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of LIBOR permanently or indefinitely ceases to provide LIBOR; or. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of the Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC, or (ii) the Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $0, in the case of the Borrower, or $10,000,000, in the case of any other ERISA Affiliate. This Agreement (as amended on the Amendment Closing Date) shall become effective at such time when it shall have been executed by the Facility Parties, the Collateral Agent and the Agent, and the Agent shall have received copies hereof (telefaxed or otherwise) which, when taken together, bear the signatures of each Committed Lender, and thereafter this Agreement shall be binding upon and inure to the benefit of the Facility, 739866994 17557858 132 Fifth Amended and Restated Warehouse Loan Agreement Parties, the Agent, the Collateral Agent and each Lender and their respective successors and assigns. SOFR with respect to any day means the secured overnight financing rate published for such day by the Federal Reserve Bank of New York, as the administrator of the benchmark, (or a successor administrator) on the Federal Reserve Bank of New Yorks Website. 739866994 17557858 123 Fifth Amended and Restated Warehouse Loan Agreement the Collateral; or (C) to the extent that the Indemnitee has defenses available to it which are not available to any Facility Party and allowing such Facility Party to assert such defenses will be prejudicial to the interests of such Indemnitee; provided that the limitation on the Facility Parties ability to control such judicial or administrative proceeding shall apply only to those aspects of such proceeding which address issues with respect to which such defenses are available. Chad.C.Cain@truist.com. To allow for equitable access to all users, SEC reserves the right to limit requests originating from undeclared automated tools. (e) Loan Documents. Business Day means any day of the week, other than a Saturday or a Sunday, on which banks are open for business in London for the conduct of transactions in the London interbank market and on which commercial banks in New York City and Dallas, Texas are open for business and are not required or authorized by law, executive order or governmental decree to be closed. Upon direction of the Agent, the Borrower shall stamp or otherwise mark such books and records in such manner as the Agent may reasonably require in order to reflect the Security Interests. Perfection Certificate means a certificate, substantially in the form of Exhibit E-2 to this Agreement, completed and supplemented with the schedules and attachments contemplated thereby to the satisfaction of the Agent and duly executed by a Responsible Officer of the Borrower or TILC, as applicable. (c) Officers Certificate. Failed Loan has the meaning set forth in Section 2.03(e). AOB PRODUCTS COMPANY . (i) (A) On any date on which any interest is payable hereunder, whether by scheduled payment, acceleration or otherwise, all accrued and unpaid interest as of such date (other than Aggregate Default Interest and accrued and interest based on the Step-Up Margin) shall not be paid in full; or (B) On any date on which any principal of the Loans is due, whether by scheduled maturity, required prepayment, acceleration or otherwise (other than payments of principal required under Section 2.07(b)(iii) or 2.07(c)(i) to cause a Collateral Deficiency not to exist) such principal shall not be paid in full; in the case of each of clause (i)(A) or (i)(B) hereof, without regard to whether sufficient Cash Flow or Net Cash Proceeds are available for such payment on such date; or, 739866994 17557858 108 Fifth Amended and Restated Warehouse Loan Agreement (ii) any default (not otherwise described in clauses (i)(A) or (i)(B) of this Section 9.01(a) or in Section 9.01(b) below) shall occur, which default shall continue for 15 days after notice thereof has been given to the Borrower by the Agent, in the payment when due of any fees or other amounts owing hereunder, under any of the Loan Documents or in connection herewith or therewith. "Agreement" means this Warehouse Loan and Security Agreement, as the same may be amended, restated, supplemented or otherwise modified from time to time hereafter. (b) Maintenance. eLoanWarehouse Is a Great Way to Get Fast Cash, Specify the loan term for the calculation. However, the Agent does not warrant or accept any responsibility for, and shall not have any liability with respect to, the administration, submission or any other matter related to the London interbank offered rate or other rates in the definition of Adjusted Eurodollar Rate or with respect to any alternative or successor rate thereto, or replacement rate thereof including, without limitation, (i) any such alternative, successor or replacement rate implemented pursuant to Section 2.15, whether upon the occurrence of a Benchmark Transition Event or an Early Opt-in Election, and (ii) the implementation of any Benchmark Replacement Conforming Changes pursuant to Section 2.15, including without limitation, whether the composition or characteristics of any such alternative, successor or replacement reference rate will be similar to, or produce the same value or economic equivalence of, the Adjusted Eurodollar Rate or have the same volume or liquidity as did the London interbank offered rate prior to its discontinuance or unavailability. Additionally, eLoanWarehouse's website is secured by GoDaddy, which is a well-known and trusted web security company that provides website encryption and protection against cyber threats. (i) The Borrower may, by written notice to the Agent (who shall promptly notify the Lenders), request an increase in the Commitments (each such increase, an Incremental Commitment) by an aggregate amount (for all such requests) not exceeding $250,000,000; provided that (i) any such request for an increase shall be in a minimum amount of the lesser of (x) $50,000,000 (or such lesser amount as may be approved by the Agent) and (y) the entire remaining amount of increases available under this Section 2.08(e) and (ii) the Borrower shall make no more than a total of five (5) requests for increases of Commitments under this Section 2.08(e). Aggregated Default Interest Rate means, for any day during any Interest Period, the sum of the Adjusted Eurodollar Rate for such day in such Interest Period plus 500 basis points. Based on the information available on their website and third-party review sites, eLoanWarehouse appears to be a legitimate and reputable lender that offers personal installment loans to borrowers who may not qualify for traditional bank loans. To allow for equitable access to all users, SEC reserves the right to limit requests originating from undeclared automated tools. Upon execution, delivery, and acceptance of such Assignment and Acceptance, the assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to the extent of such assignment, relinquish its rights and be released from its obligations under this Agreement. (b) Optional Termination of Commitments (Non-Pro-Rata). Warehouse Loan Agreement: Definition & Sample - Contract Lawyers Upon approval by the Agent (with the consent of the Required Lenders, if required) of a Railcar and any related Lease to be added to the Portfolio in accordance with Section 2.02(b) (but in any event no more frequently than once in any week), the Borrower may, subject to the terms and conditions of this Agreement, borrow Loans in respect of each such Railcar and related Lease which is an Eligible Railcar and/or Eligible Lease, as applicable. (b) Acceleration of Loans. 739866994 17557858 61 Fifth Amended and Restated Warehouse Loan Agreement (iv) Earnings on Cash Equivalents. 739866994 17557858 100 Fifth Amended and Restated Warehouse Loan Agreement Default, and the Borrower will pay the reasonable fees and expenses of such professionals in accordance with Section 11.04. (d) Borrowing Base Certificates. SECTION 5.21 Ownership. (d) Notes. (e) Failed Loans. You must have an open checking account that has met our minimum duration requirements. Lease means, with respect to any Railcar, (i) any lease entered into by the Borrower, as lessor, and any and all supplements and amendments related thereto or (ii) any such lease transferred to the Borrower pursuant to a Sale Agreement. (iii) Payment if an Event of Default is Continuing. Benchmark Replacement Conforming Changes means, with respect to any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of Aggregated Default Interest Rate, the definition of Corporate Base Rate, the definition of Interest Period, the definition of Hedging Event, timing and frequency of determining rates and making payments of interest and other administrative matters) that the Agent decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Agent in a manner substantially consistent with market practice (or, if the Agent decides that adoption of any portion of such market practice is not administratively feasible or if the Agent determines that no market practice for the administration of the Benchmark Replacement exists, in such other manner of administration as the Agent decides is reasonably necessary in connection with the administration of this Agreement). Upon the request of the Collateral Agent from time to time, the Borrower will promptly and duly execute and deliver any and all such further instruments and documents as may be specified in such request which are reasonably necessary to perfect, preserve or protect the security interests created or intended to be created for the Replacement Railcars referred to herein, or to establish that the Borrower has title to such Railcars. SECTION 11.21 Binding Effect. Accordingly, notwithstanding any other provision in this Agreement (including without limitation in Sections 2.01(a), 2.10(a), 2.11 and 2.12) on the Amendment Closing Date, (i) the Borrower shall prepay such Loans (and pay any additional amounts required pursuant to Section 3.04 in connection therewith), and borrow Loans from the Lenders (including newly added Lenders), as shall be necessary in order that, after giving effect to such prepayments and borrowings, all Loans will be held ratably by the Lenders (including newly added Lenders) in accordance with their respective Commitments after giving effect to the increase in the Committed Amount as of the Amendment Closing Date, (ii) the Commitment Percentages shall be adjusted by the Agent to reflect the then-applicable respective Commitments, (iii) each newly added Lender shall become a party to and become bound by the provisions of this Agreement as a Lender and shall be entitled to the benefits of a Lender under this Agreement and the related Loan Documents and (iv) the Borrower shall execute and deliver any additional Notes or any other Loan Document as the Agent or a Lender (including a newly added Lender) may reasonably request, such additional Notes to be issued against delivery by the related Lender of any then-existing Notes (which may be cancelled by the Borrower on or after the Amendment Closing Date). SECTION 6.10 Audits/Inspections/Appraisals. And while our site doesnt feature every company or financial product available on the market, were proud that the guidance we offer, the information we provide and the tools we create are objective, independent, straightforward and free. Loan Current guidelines limit users to a total of no more than 10 requests per second, regardless of the number of machines used to submit requests. exv10w19w11 - SEC.gov If the Note being replaced has become mutilated, such Note shall be surrendered to the Borrower for cancellation and if the Note being replaced has been destroyed, lost or stolen, the holder of such Note shall furnish to the Borrower such indemnification as may be required by the Borrower to hold the Borrower harmless and evidence reasonably satisfactory to the Borrower of the destruction, loss or theft of such Note and of the ownership thereof; provided, however, that if the holder of such Note is a Committed Lender, the written undertaking of such Lender shall be sufficient indemnity for purposes of this Section 2.04(f). SECTION 6.18 Change of Name. Affiliate means, with respect to any Person, (i) any Person that directly, or indirectly through one or more intermediaries, controls such Person (including all directors and officers of such Person) (a Controlling Person) or (ii) any other Person which is controlled by or is under common control with a Controlling Person. The Agent has received an Independent Appraisal dated February 24, 2021 with respect to all of the Portfolio Railcars in satisfaction of Section 6.10(c)(i). Hedging Event means: (i) the occurrence and continuation of any of the following at any time during the Availability Period: (A) on any Settlement Date, LIBOR commencing on such Settlement Date equals or exceeds 4.00%; or (B) on any Settlement Date, the Two Year USD Swap Rate equals or exceeds 4.00%; or (ii) at any time, the occurrence of any Event of Default or Manager Event of Default, or the occurrence of the Maturity Date. SECTION 2.12 Payments; Computations; Proceeds of Collateral, Etc. PURCHASE AGREEMENT . Corporate Base Rate shall mean for any day, the higher of (i) the rate of interest per annum last quoted by The Wall Street Journal as the Prime Rate in the U.S. or, if The Wall Street Journal ceases to quote such rate, the highest per annum interest rate published by the Federal Reserve Board in Federal Reserve Statistical Release H.15 (519) (Selected Interest Rates) as the bank prime loan rate or, if such rate is no longer quoted therein, any similar rate quoted therein (as determined by the Agent) or any similar release by the Federal Reserve Board (as determined by the Agent); provided that any change in the rate set forth in this clause (i) shall take effect at the opening of business on the day such change is publicly announced or quoted as being effective, and (ii) the Federal Funds Rate plus 100 basis points. For more information, contact opendata@sec.gov. In addition to such inspection rights, upon request of any Lender, the Agent will provide to such Lender an electronic copy of the Register, together with a current copy of Schedule 11.01 hereto. (c) Notices; Standards for Decisions and Determinations. After harvest the farmer deposits his crop in a licensed warehouse and receives a Certificate of Title (CT) and a Certificate of Pledge (CP). ARTICLE II THE CREDIT FACILITY SECTION 2.01 Commitment to Lend. Within three Business Days of receipt of the Request and a complete Funding Package with respect to such Railcar, the Agent shall inform the Borrower if the Railcar and Lease referred to in the Request and Funding Package may be added (subject to the terms and conditions of this Agreement) to the Portfolio. The mortgage banker's interest rate lock agreement with the secondary market mortgage investor is between those two parties and does not involve the consumer. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent or Collateral Agent hereunder, neither the Agent nor the Collateral Agent shall have any duty or, 739866994 17557858 115 Fifth Amended and Restated Warehouse Loan Agreement responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of any Facility Party or their respective Affiliates which may come into the possession of the Agent or Collateral Agent, as the case may be. This site is protected by reCAPTCHA and the GooglePrivacy Policy and Terms of Service apply. Material Adverse Effect means, with respect to any Facility Party, any event or circumstance which will have a material adverse effect, individually or in the aggregate with other events or circumstances, on (i) the operations, business, properties or condition (financial or otherwise) of any Facility Party (after taking into account any applicable insurance and any applicable indemnification (to the extent the provider of such insurance or indemnification has the financial ability to support its obligations with respect thereto and is not disputing or refusing to, 739866994 17557858 34 Fifth Amended and Restated Warehouse Loan Agreement acknowledge the same)), considered either individually or as a whole, (ii) the ability of any Facility Party to consummate the transactions contemplated hereby to occur on the Closing Date or the Amendment Closing Date, (iii) the ability of any Facility Party to perform any of its obligations under any Transaction Document, (iv) the validity or enforceability of the rights and benefits of the Lenders under any Transaction Document, (v) the collectability of all or a material portion of the receivables originated by, or transferred to, such Person or the collections or related rights related thereto or any other Collateral, or (vi) the ability of the Manager, or any replacement or successor to it, to service or administer the Railcars, receivables, collections or related security.
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