Mr. Cain has a bachelors degree in finance from the University of Florida. By clicking on the button I accept the terms of the Public Offer of 404 PROJECTS LP, 433 W. Van Buren St. Suite 1100-J Chicago, IL 60607, 1605 W. Olympic Blvd., 7th Floor, Los Angeles, CA 90015, 36 West 20th Street; Floor 11, New York, NY 10011, 9233 Ward Parkway, Suite 364 Kansas City, MO 64114, Choose a mortgage according to your needs, I agree to the Public offer of 404 PROJECTS LP. Warehouse Thank you for your interest in the U.S. Securities and Exchange Commission. At the time of delivery of the financial statements provided for in Sections 6.01(a) and 6.01(b) above, a certificate of a Responsible Officer of the Borrower, 739866994 17557858 93 Fifth Amended and Restated Warehouse Loan Agreement (i) demonstrating compliance with the financial covenant contained in Section 7.12 by calculation thereof as of the end of the fiscal period covered by such financial statements and (ii) stating that no Default, Manager Default, Manager Event of Default, Early Amortization Event, or Event of Default exists, or if any Default, Manager Default, Manager Event of Default, Early Amortization Event or Event of Default does exist, specifying the nature and extent thereof and what action each Facility Party proposes to take with respect thereto. All telephonic notices to and other communications with the Agent may be recorded by the Agent, and each of the parties hereto hereby consents to such recording. No claim or litigation regarding any of the foregoing is, 739866994 17557858 88 Fifth Amended and Restated Warehouse Loan Agreement pending or overtly threatened, and no patent, invention, device, application, principle or any statute, law, rule, regulation, standard or code is pending or, to the knowledge of any Facility Party, proposed, which, in either case, could reasonably be expected to have a Material Adverse Effect. This SEC practice is designed to limit excessive automated searches on SEC.gov and is not intended or expected to impact individuals browsing the SEC.gov website. 47.3(b); or (iii) a covered FSI as that term is defined in, and interpreted in accordance with, 12 C.F.R. 739866994 17557858 52 Fifth Amended and Restated Warehouse Loan Agreement (e) Note Endorsements. SECTION 10.08 Agent and Collateral Agent in Their Individual Capacities. The farmer applies to the bank for a loan and in exchange for the money issued he gives the bank Within three (3) Business Days after receiving direction from the Required Lenders, each of the Agent and the Borrower (acting at the direction of the Agent) shall sever itself as a Beneficiary under the Customer Collections Account Administration Agreement (the Customer Collections Account Administration Agreement Severance) in accordance with Section 11(c) thereof and deliver the Payment Notice/Lessor Rights Notice to any and all Lessees with respect to any and all of the Portfolio Leases. No Default, Event of Default, Manager Default, Manager Event of Default, Early Amortization Event, event listed in Section 3.01(b)(i)-(v), inclusive, of the Administrative Services Agreement or event listed in Section 6.02(a)-(g), inclusive, of the Insurance Management Agreement shall exist or be continuing either prior to or after giving effect thereto. (i) ERISA. To the extent that any Facility Party in fact indemnifies any Indemnitee pursuant to the provisions of this Section 11.05 (other than in respect of Taxes), such Facility Party shall be subrogated to such Indemnitees rights in the affected transaction and shall have a right to determine the settlement of claims therein. The consolidated balance sheet of TILC and its consolidated Subsidiaries as of December 31, 2019 and the related consolidated statements of income and cash flows for the fiscal year then ended, reported on by TILCs independent auditors, copies of which have been delivered to each of the Lenders, fairly present, in conformity with GAAP, the consolidated financial position of TILC and its consolidated. 739866994 17557858 33 Fifth Amended and Restated Warehouse Loan Agreement Manager Event of Default means a Manager Event of Default as defined in the Management Agreement. The parties hereto wish to amend and restate the Existing Loan Agreement to be as set forth herein. 739866994 17557858 22 Fifth Amended and Restated Warehouse Loan Agreement filing of a notice of intent to terminate, the treatment of a Pension Plan or Multiemployer Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (v) an event or condition which might reasonably be expected to constitute grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (vi) the imposition of any liability under Title IV of ERISA, other than PBGC premiums due but not delinquent under Section 4007 of ERISA, upon the Borrower or any ERISA Affiliate. (h) Conduit Lenders, etc. Reference ID: 0.a4592117.1689333261.591bb6c. Each Facility Party shall deliver to the Agent such other instruments, agreements and documents and take such other action as the Agent may reasonably request in connection with the Loans to be made on such Funding Date. $1.1B warehouse loan agreements amid signs of strong Required Lenders means, collectively, Lenders whose aggregate Credit Exposure constitutes more than 66-2/3% of the Credit Exposure of all Lenders at such time. (a) Each party hereto hereby agrees that it will not institute against any Conduit Lender, or join any other Person in instituting against any Conduit Lender, any bankruptcy, insolvency, receivership, liquidation or similar proceeding from the Closing Date until one year plus one day following the last day on which all commercial paper notes and other publicly or privately placed indebtedness for borrowed money of such Conduit Lender together with all related derivative or other hedging obligations shall have been indefeasibly paid in full. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof and any subsequent making or deemed making thereof. Without limitation of the foregoing, the Borrower agrees that failure to comply with any of the covenants contained herein may cause irreparable harm and that specific performance shall be available as a remedy in the event of any breach thereof. The percentages specified in the definition of Advance Rate may be modified by the agreement of all of the Lenders. SECTION 1.03 Rates; LIBOR Notification. SECTION 11.02 No Waiver; Cumulative Remedies. With reasonable promptness after the receipt thereof by any Facility Party, a copy of any report produced by FTI Consulting, Inc. in connection with an Agreed-Upon Procedures Audit conducted pursuant to Section 6.10(b). 739866994 17557858 31 Fifth Amended and Restated Warehouse Loan Agreement LIBOR means: (a) for any Interest Period, the rate per annum equal to the rate determined by the Agent to be the offered rate that appears on the page of the Reuters screen (or any successor thereto) that displays the ICE Benchmark Rates for one-month deposits in Dollars (for delivery on the first day of such Interest Period), determined as of approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period; or (b) if the rate referred to in clause (a) above does not appear on such Reuters page or service or such page or service shall cease to be available, the rate per annum equal to the rate determined by the Agent to be the offered rate that appears on such other page or service that displays the ICE Benchmark Rates for one-month deposits in Dollars (for delivery on the first day of such Interest Period), determined as of approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period; or (c) if the rates referenced in the preceding clauses (a) and (b) are not available, the rate per annum determined by the Agent as the rate of interest (rounded upwards to the next 1/16th of 1%) at which one-month deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Loans held by Credit Suisse AG, New York Branch, as would be offered by the principal London Office of Credit Suisse to major banks in the offshore Dollar market at their request at approximately 11:00 A.M. (London time) two Business Days prior to the first day of such Interest Period; or (d) if the rates referenced in the preceding clauses (a), (b) and (c) are not available or are not established for any reason for any Interest Period, LIBOR shall equal the Corporate Base Rate for each day during such Interest Period; provided, that, if the result of the foregoing is that LIBOR would be a rate less than zero for any Interest Period, it shall be deemed to be zero for such Interest Period. Concurrent with the delivery of the Request, the Borrower shall deliver to the Agent the Funding Package for each such Railcar. Each of the Agent and the Collateral Agent shall be entitled to rely, and shall be fully protected in relying, upon any note, writing, resolution, notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex, teletype or e-mail message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person or Persons and upon advice and statements of legal counsel (including, without limitation, counsel to any of the Facility Parties, independent accountants and other experts selected by the Agent in the absence of gross negligence or willful misconduct). Note means a promissory note, substantially in the form of Exhibit B hereto, evidencing the obligation of the Borrower to repay outstanding Loans, as such note may be amended, modified, supplemented, extended, renewed or replaced from time to time. (d) Register. WAREHOUSE LOAN PURCHASE AGREEMENT . SECTION 6.06 Insurance; Certain Proceeds. The Agent has received a certificate of the Secretary or Assistant Secretary of each Facility Party, dated as of the Amendment Closing Date and certifying (A) that the certificate or articles of incorporation or other Organization Documents, as applicable, of such Facility Party have not been amended either since the date of the last amendment thereto shown on the related certificate furnished pursuant to clause (b) above or since March 15, 2018, if no certificate is required to be furnished pursuant to clause (b) above; (B) that attached thereto is a true and complete copy of the agreement of limited partnership, operating agreement or by-laws of such Facility Party, as in effect on the Amendment Closing Date (or a certification that such documents have not been amended, supplemented, or otherwise modified since March 15, 2018) and in effect at all times since a date prior to the date of the resolutions described in clause (C) below; (C) that attached thereto is a true and complete copy of resolutions duly adopted by the board of directors or other governing body of such Facility Party, authorizing the execution, delivery and performance of Amended Documents to which it is to be a party, and that such resolutions have not been modified, rescinded or amended and are in full force and effect; and (D) as to the incumbency and specimen signature of each officer executing Amended Documents to which it is a party or any other document delivered in connection herewith or therewith on behalf of such Facility Party. WebThis Amended and Restated Warehouse Loan and Security Agreement ("Agreement") is made and entered into on this 2nd day of August, between NMMC, Inc., a New ------ Mexico corp. with its principal place of business located at 6 Centerpointe Dr #360, filed by Loraca International Inc on October 7th, 1999 Delayed Funding Notice has the meaning set forth in Section 2.03(f). The loans are typically short- term loans with terms of one to three months. After submitting the application, borrowers can receive multiple loan offers from lenders that match their profile, and can compare and choose the offer that best meets their needs. (g) Insolvency Events. This property becomes an instrument the lender uses to recover a part or all of what the borrower was loaned. In addition, the Borrower is not (i) an investment company registered or required to be registered under the Investment Company Act of 1940, as amended, (ii) controlled by such a company, or (iii) a holding company, a subsidiary company of a holding company, or, 739866994 17557858 87 Fifth Amended and Restated Warehouse Loan Agreement an affiliate of a holding company or of a subsidiary of a holding company, within the meaning of the Public Utility Holding Company Act of 1935, as amended. This Agreement shall, except as otherwise expressly set forth herein, supersede the Existing Loan Agreement from and after the Amendment Closing Date with respect to all Loans outstanding thereunder as of the Amendment Closing Date. SECTION 2.12 Payments; Computations; Proceeds of Collateral, Etc. The Borrower shall have good and marketable title to each applicable Railcar and good title to all other items of applicable Collateral, free and clear of all Liens created or incurred by it or permitted to exist by it other than Permitted Liens. SECTION 5.29 Tax Status. SECTION 5.10 Compliance with Law. (b) There are no pending or, to the best knowledge of the Facility Parties, threatened claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Pension Plan that could reasonably be expected to have a Material Adverse Effect. Notwithstanding anything to the contrary in this paragraph (h), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (h) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. Each Lender represents to the Agent and Collateral Agent that it has, independently and without reliance upon the Agent, the Collateral Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets, operations, property, financial and other condition, prospects and creditworthiness of the Facility Parties, and all requirements of Applicable Law, and made its own decision to make its Loans hereunder and enter into this Agreement. means that certain loan agreement, dated as of December 21, 2012, among the Issuer, in its capacity as borrower, WFBNA, in its capacities Borrower, Servicer, Collateral Agent, Standby Servicer, RCC, the Parallel Lenders and the Administrative Agent are parties to that certain 3 . WebDefine Existing Warehouse Loan Agreement. The Agent shall have received fully- executed original copies of this Agreement and the other Amended Loan Documents. Notwithstanding any provision to the contrary elsewhere herein and in the other Loan Documents, the Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any of the other Loan Documents, or shall otherwise exist against the Agent. Warehouse Loan (d) No Collateral Deficiency. To allow for equitable access to all users, SEC reserves the right to limit requests originating from undeclared automated tools. WebWAREHOUSE LOAN PURCHASE AGREEMENT Dated as of March 23, 2005 THIS WAREHOUSE LOAN PURCHASE AGREEMENT (as amended, restated, supplemented and Sanctioned Person means: (a) any Person that is, or is majority owned or Controlled by Persons that are, the subject of Sanctions; (b) a legal entity that is deemed by OFAC to be a Sanctions target based on the ownership of such legal entity by Sanctioned Persons; or (c) any other Person with whom a U.S. Pension Plan means an employee pension benefit plan (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by the Borrower or any ERISA Affiliate or to which the Borrower or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years. The Agent shall have received a solvency certificate executed by a Responsible Officer of the Borrower, in form and substance satisfactory to the Agent, setting forth the conclusions that, the Borrower is and, after consummation of the transactions contemplated hereby and by the other Transaction Documents and Lease Documents, will be Solvent.