LIQUIDITY FACILITY AGREEMENT

LIQUIDITY FACILITY AGREEMENT
Execution Draft v2
Dated as of October 12, 2022
between
QUORUM RECEIVABLES FUNDING 2022-1 LLC a Delaware limited liability company as Borrower
and
NORTHVANE BANK, NATIONAL ASSOCIATION as Lender and Liquidity Provider
Maximum Commitment Amount: $25,000,000
DRAFT — SUBJECT TO FINAL REVIEW AND EXECUTION
Calderwood & Harkness LLP Matter No. 1025-00007
TABLE OF CONTENTS
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LIQUIDITY FACILITY AGREEMENT
This LIQUIDITY FACILITY AGREEMENT (this "Agreement"), dated as of October 12, 2022, is entered into by and between:
(1) QUORUM RECEIVABLES FUNDING 2022-1 LLC, a Delaware limited liability company (the "Borrower"); and
(2) NORTHVANE BANK, NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States (the "Lender").
RECITALS
WHEREAS, the Borrower is a special purpose entity formed under the laws of the State of Delaware for the purpose of, among other things, acquiring insurance premium finance receivables originated by Quorum Premium Finance LLC ("QPF") and issuing asset-backed notes secured by such receivables;
WHEREAS, the Borrower has issued, or concurrently herewith is issuing, its Class A Notes, Class B Notes, and Class C Notes (collectively, the "Notes") pursuant to an Indenture dated as of the Closing Date between the Borrower and Calvoneth Trust Company, National Association, as trustee (the "Indenture Trustee");
WHEREAS, in connection with the issuance of the Notes and the securitization of insurance premium finance receivables, the Borrower desires to establish a liquidity facility to provide temporary liquidity support to fund certain timing mismatches in collections available to make timely payments on the Notes;
WHEREAS, the Lender has agreed, subject to the terms and conditions set forth herein, to provide a liquidity facility to the Borrower in an aggregate outstanding principal amount not to exceed Twenty-Five Million Dollars ($25,000,000) at any time outstanding;
WHEREAS, it is understood and agreed that this Agreement is not a guaranty or credit enhancement for the Notes, and the proceeds of Advances hereunder shall not be used to cover credit losses on the Receivables or to make principal payments on the Notes; and
WHEREAS, the Lender and the Borrower desire to set forth the terms and conditions upon which the Lender will provide such liquidity facility.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS AND INTERPRETATION
Section 1.01 — Definitions
As used in this Agreement, the following terms shall have the meanings set forth below:
"Account Control Agreement" means the Account Control Agreement dated as of the Closing Date among QRF 2022-1, Calvoneth Trust Company, N.A., as securities intermediary, and the Lender, as may be amended, supplemented, or modified from time to time.
"Administration Agreement" means the Administration Agreement dated as of the Closing Date between QRF 2022-1 and Quorum Insurance Holdings Corp., as Administrator, as may be amended, supplemented, or modified from time to time, pursuant to which QIH has agreed to perform certain administrative functions on behalf of the Borrower.
"Administrator" means Quorum Insurance Holdings Corp., in its capacity as administrator under the Administration Agreement.
"Advance" means each borrowing by the Borrower under this Agreement, funded by the Lender in accordance with Article II and Article III hereof.
"Advance Date" means each date on which an Advance is made or is to be made hereunder.
"Advance Request" means a request for an Advance substantially in the form of Exhibit A attached hereto.
"Affiliate" means, with respect to any specified Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such specified Person. For purposes of this definition, "control" (including the terms "controlling," "controlled by," and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.
"Amortization Period" means the twelve (12) month period immediately following the end of the Revolving Period, during which principal collections on the Receivables are applied to repay the Notes in accordance with the Payment Waterfall set forth in the Indenture, unless extended or shortened as provided in the Indenture.
"Applicable Law" means all applicable provisions of constitutions, statutes, rules, regulations, and orders of governmental authorities, and all orders and decrees of courts, arbitrators, and regulators, in each case as amended from time to time.
"Available Commitment" means, at any time, an amount equal to the Maximum Commitment minus the aggregate outstanding principal amount of all Advances at such time.
"Back-Up Servicer" means Northvane Bank, N.A., in its separate capacity as back-up servicer under the Back-Up Servicing Agreement.
"Back-Up Servicing Agreement" means the Back-Up Servicing Agreement dated as of the Closing Date among QRF 2022-1, QPF, Northvane Bank, N.A. (as Back-Up Servicer), and Calvoneth Trust Company, N.A., as trustee, as may be amended, supplemented, or modified from time to time.
"Borrower" means Quorum Receivables Funding 2022-1 LLC, a Delaware limited liability company (DE SOS File No. 7894231), with its principal office at c/o Quorum Insurance Holdings Corp., 400 Atlantic Street, Suite 2200, Stamford, Connecticut 06901, or any permitted successor in interest thereto.
"Business Day" means any day other than a Saturday, a Sunday, or a day on which banking institutions in New York, New York or Houston, Texas are authorized or obligated by law or executive order to be closed.
"Class A Notes" means the $375,000,000 aggregate principal amount of Class A Asset Backed Notes issued by the Borrower under the Indenture (preliminary CUSIP: 74892TAA3).
"Class B Notes" means the $75,000,000 aggregate principal amount of Class B Asset Backed Notes issued by the Borrower under the Indenture (preliminary CUSIP: 74892TAB1).
"Class C Notes" means the $35,000,000 aggregate principal amount of Class C Asset Backed Notes issued by the Borrower under the Indenture (preliminary CUSIP: 74892TAC9).
"Closing Date" means the date on which all conditions precedent set forth in Section 4.01 have been satisfied or waived by the Lender in its sole discretion.
"Collateral" means all Receivables, Collections, and other assets of the Borrower pledged, assigned, or otherwise granted as security under the Grant of Security Interest, including all proceeds thereof.
"Collections" means all payments received in respect of the Receivables, including scheduled payments of principal and interest, prepayments, liquidation proceeds, insurance proceeds, and any other amounts received by or on behalf of the Borrower with respect to the Receivables.
"Commitment Fee" means the fee payable by the Borrower to the Lender pursuant to Section 2.05, equal to 0.25% per annum on the daily average undrawn portion of the Maximum Commitment, calculated on the basis of actual days elapsed over a 360-day year.
"Commitment Fee Payment Date" means each Payment Date.
"Custodian Agreement" means the Custodian Agreement dated as of the Closing Date between QRF 2022-1 and Calvoneth Trust Company, N.A., as custodian, as may be amended, supplemented, or modified from time to time.
"Cut-Off Date" means June 30, 2022.
"Default" means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default hereunder.
"Draw Period" means the period commencing on the Closing Date and ending on the date that is six (6) months prior to the Legal Final Maturity Date.
"Early Amortization Event" means an "Early Amortization Event" as defined in the Indenture, including without limitation: (i) the three-month average net loss rate on the Receivables exceeding 2.00%; (ii) the 60+ day delinquency rate on the Receivables exceeding 3.50%; (iii) the occurrence of an available funds cap deficit for two consecutive Payment Dates; (iv) a Servicer default or a rating downgrade of the Servicer below BB(cr) by Brindoval Ratings Inc. or below Ba2(p) by Pinnacle Rating Services LLC; and (v) the Pool Balance falling below $450,000,000 during the Revolving Period.
"Eligible Receivable" means a Receivable that satisfies all of the eligibility criteria specified in the Receivables Sale Agreement, including without limitation that such Receivable: (a) was originated by QPF in the ordinary course of its business; (b) is denominated and payable in U.S. dollars; (c) is secured by unearned premium refund rights; (d) has an original term not exceeding twelve (12) months; (e) the Obligor thereof is a U.S. commercial policyholder; (f) is not in default (no payment is more than 60 days past due); and (g) was originated in compliance with all applicable usury and licensing laws.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the rules and regulations promulgated thereunder.
"Event of Default" has the meaning set forth in Section 7.01.
"FATCA" means Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended, any current or future Treasury regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any applicable intergovernmental agreement entered into in connection with the implementation of the foregoing.
"Grant of Security Interest" means the Grant of Security Interest (Pledge Agreement) dated as of the Closing Date from QRF 2022-1, as grantor, to Calvoneth Trust Company, N.A., as secured party and trustee, as may be amended, supplemented, or modified from time to time.
"Indemnified Party" has the meaning set forth in Section 8.01.
"Independent Manager" means Timothy R. Callan, appointed by Fortbridge Corporate Services LLC in accordance with the LLC Agreement of the Borrower, or any successor independent manager appointed in accordance therewith.
"Indenture" means the Indenture dated as of the Closing Date between QRF 2022-1 and Calvoneth Trust Company, N.A., as trustee, as may be amended, supplemented, or modified from time to time, pursuant to which the Notes have been issued.
"Indenture Trustee" means Calvoneth Trust Company, National Association, a national banking association, with its Corporate Trust Office at 600 Travis Street, Suite 5800, Houston, Texas 77002, or any successor trustee under the Indenture.
"Interest Period" means each period from and including one Payment Date to but excluding the next succeeding Payment Date; provided that the initial Interest Period shall commence on and include the Closing Date and end on but exclude the first Payment Date.
"Interest Rate" means, with respect to any outstanding Advance, a rate per annum equal to SOFR plus 150 basis points (1.50%).
"Legal Final Maturity Date" means the date that is forty-two (42) months from the Closing Date.
"Lender" means Northvane Bank, National Association, a national banking association, with its principal office at 200 Vesey Street, New York, New York 10281, or any permitted successor or assign thereof.
"Liquidity Reserve Account" means the segregated deposit account maintained at Calvoneth Trust Company, N.A., as securities intermediary, into which proceeds of Advances are deposited in accordance with this Agreement, subject to the Account Control Agreement.
"LLC Agreement" means the Limited Liability Company Agreement of QRF 2022-1, as amended from time to time.
"Material Adverse Effect" means a material adverse effect on (a) the business, operations, assets, or financial condition of the Borrower, the Originator, or the Sponsor, (b) the ability of the Borrower to perform its obligations under this Agreement or any other Transaction Document, (c) the validity or enforceability of this Agreement or any other Transaction Document, or (d) the value or collectability of the Receivables or the Collateral, taken as a whole.
"Maximum Commitment" means Twenty-Five Million Dollars ($25,000,000), as such amount may be reduced from time to time pursuant to Section 2.06.
"Minimum Pool Balance" means $450,000,000 during the Revolving Period.
"Note Purchase Agreement" means the Note Purchase Agreement dated as of the Closing Date among QRF 2022-1, QIH, and Ridgeline Capital Markets, as may be amended, supplemented, or modified from time to time.
"Noteholders" means the registered holders from time to time of the Notes.
"Notes" means, collectively, the Class A Notes, the Class B Notes, and the Class C Notes.
"Obligor" means any Person obligated to make payments on or with respect to a Receivable.
"Originator" means Quorum Premium Finance LLC, a Delaware limited liability company (EIN: 84-2653198), in its capacity as originator of the Receivables.
"Payment Date" means each monthly date specified in the Indenture for distributions on the Notes and for the application of Collections in accordance with the Payment Waterfall.
"Payment Waterfall" means the sequential priority of payments set forth in the Indenture governing the distribution of Collections and other available funds on each Payment Date.
"Performance Guaranty" means the Performance Guaranty dated as of the Closing Date by Quorum Insurance Holdings Corp. in favor of Calvoneth Trust Company, N.A., as trustee, as may be amended, supplemented, or modified from time to time.
"Person" means any individual, corporation, limited liability company, partnership, joint venture, association, trust, unincorporated organization, governmental authority, or any other entity.
"Pool Balance" means, at any time, the aggregate outstanding principal balance of all Eligible Receivables in the pool at such time. As of the Cut-Off Date, the initial Pool Balance was $612,000,000.
"QIH" or "Sponsor" means Quorum Insurance Holdings Corp., a Delaware corporation (NYSE: QIHC) (EIN: 82-4391067), headquartered at 400 Atlantic Street, Suite 2200, Stamford, Connecticut 06901.
"QPF" means Quorum Premium Finance LLC, a Delaware limited liability company (EIN: 84-2653198).
"QRF 2022-1" means Quorum Receivables Funding 2022-1 LLC, a Delaware limited liability company (DE SOS File No. 7894231).
"QRH" means Quorum Receivables Holding LLC, a Delaware limited liability company, the sole member of QRF 2022-1.
"Receivables" means insurance premium finance receivables originated by Quorum Premium Finance LLC and transferred, directly or indirectly, to the Borrower pursuant to the Receivables Sale Agreement and the Receivables Transfer Agreement.
"Receivables Sale Agreement" means the Receivables Sale Agreement dated as of the Closing Date between QPF and QRH, as may be amended, supplemented, or modified from time to time.
"Receivables Transfer Agreement" means the Receivables Transfer Agreement dated as of the Closing Date between QRH and QRF 2022-1, as may be amended, supplemented, or modified from time to time.
"Required Ratings" means (a) with respect to the Class C Notes, at least BBB(cr) from Brindoval Ratings Inc. and Baa2(p) from Pinnacle Rating Services LLC (or the equivalent ratings from any successor rating agency), and (b) with respect to the Class A Notes, at least A(cr) from Brindoval Ratings Inc. and A1(p) from Pinnacle Rating Services LLC (or the equivalent ratings from any successor rating agency).
"Revolving Period" means the twenty-four (24) month period commencing on the Closing Date, during which the Borrower may acquire additional Eligible Receivables for the pool, unless earlier terminated upon the occurrence of an Early Amortization Event.
"Servicer" means Quorum Premium Finance LLC, in its capacity as servicer under the Servicing Agreement, or any successor servicer thereunder (including the Back-Up Servicer, if applicable).
"Servicing Agreement" means the Servicing Agreement dated as of the Closing Date among QRF 2022-1, QPF, and Calvoneth Trust Company, N.A., as trustee, as may be amended, supplemented, or modified from time to time.
"SOFR" means the Secured Overnight Financing Rate as published by the Federal Reserve Bank of New York (or a successor administrator acceptable to the Lender) on the Federal Reserve Bank of New York's website (or any successor source), subject to the benchmark replacement provisions set forth in Section 1.03.
"Sponsor" has the meaning set forth in the definition of "QIH."
"Transaction Documents" means, collectively, (i) the Indenture, (ii) the Receivables Sale Agreement, (iii) the Receivables Transfer Agreement, (iv) the Servicing Agreement, (v) the Back-Up Servicing Agreement, (vi) the Administration Agreement, (vii) the Note Purchase Agreement, (viii) this Agreement, (ix) the Account Control Agreement, (x) the Custodian Agreement, (xi) the Grant of Security Interest, and (xii) the Performance Guaranty, in each case as may be amended, supplemented, or modified from time to time.
Section 1.02 — Rules of Interpretation
In this Agreement, unless the context otherwise requires:
(a) Headings and the table of contents are for convenience of reference only and shall not affect the interpretation of this Agreement.
(b) References to "Articles," "Sections," "Exhibits," and "Schedules" refer to Articles, Sections, Exhibits, and Schedules of this Agreement unless otherwise stated.
(c) Terms defined in the Indenture and not otherwise defined herein shall have the meanings assigned to them in the Indenture.
(d) The word "including" (and with correlative meaning, "include" and "includes") means including without limitation.
(e) References to any law, statute, or regulation shall include all amendments, modifications, replacements, and successor legislation thereto and all rules and regulations promulgated thereunder.
(f) Words in the singular include the plural and vice versa, and words importing one gender include all genders.
(g) The symbol "$" and the word "dollars" refer to lawful money of the United States of America.
(h) References to any Person include such Person's successors and permitted assigns.
(i) References to any agreement or instrument shall mean such agreement or instrument as amended, supplemented, restated, or otherwise modified from time to time in accordance with its terms.
(j) The words "hereof," "herein," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular provision hereof.
(k) References to "writing" include any form of written communication, including electronic mail and facsimile transmission.
Section 1.03 — SOFR Benchmark Replacement
(a) Benchmark Replacement. Notwithstanding anything to the contrary herein or in any other Transaction Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then the Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder and under any other Transaction Document in respect of such Benchmark setting and all subsequent Benchmark settings without any amendment to, or further action or consent of any other party to, this Agreement or any other Transaction Document.
(b) Benchmark Transition Event. A "Benchmark Transition Event" shall mean the occurrence of one or more of the following events with respect to the then-current Benchmark: (i) a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof), or by the regulatory supervisor for the administrator of such Benchmark, announcing that such administrator has ceased or will cease to provide all available tenors of such Benchmark (or such component thereof), permanently or indefinitely; (ii) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark, the Board of Governors of the Federal Reserve System, the Federal Reserve Bank of New York, an insolvency official with jurisdiction over the administrator for such Benchmark, a resolution authority with jurisdiction over the administrator for such Benchmark, or a court or an entity with similar insolvency or resolution authority over the administrator for such Benchmark, which states that the administrator of such Benchmark has ceased or will cease to provide all available tenors of such Benchmark permanently or indefinitely; or (iii) a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark announcing that all available tenors of such Benchmark are no longer, or as of a specified future date will no longer be, representative.
(c) Benchmark Replacement. "Benchmark Replacement" means, for any available tenor, the first alternative set forth in the order below that can be determined by the Lender for the applicable Benchmark Replacement Date: (i) the sum of (A) Term SOFR and (B) the related Benchmark Replacement Adjustment; or (ii) the sum of (A) Daily Simple SOFR and (B) the related Benchmark Replacement Adjustment; or (iii) the sum of (A) the alternate benchmark rate that has been selected by the Lender as the replacement for the then-current Benchmark for the applicable corresponding tenor, giving due consideration to any evolving or then-prevailing market convention, including any applicable recommendations made by the Alternative Reference Rates Committee ("ARRC"), and (B) the related Benchmark Replacement Adjustment.
(d) Benchmark Replacement Adjustment. "Benchmark Replacement Adjustment" means, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero), that has been selected by the Lender, giving due consideration to (i) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body, or (ii) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated or bilateral credit facilities at such time.
(e) Conforming Changes. In connection with the use or administration of a Benchmark Replacement, the Lender will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Transaction Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Transaction Document. "Conforming Changes" means, with respect to any Benchmark Replacement, any technical, administrative, or operational changes (including changes to the definition of "Business Day," the definition of "Interest Period," timing and frequency of determining rates and making payments of interest, timing of borrowing requests or prepayment notices, the applicability and length of lookback periods, and other technical, administrative, or operational matters) that the Lender decides may be appropriate to reflect the adoption and implementation of such Benchmark Replacement and to permit the administration thereof by the Lender in a manner substantially consistent with market practice.
(f) Notices; Standards for Decisions and Determinations. The Lender will promptly notify the Borrower and the Indenture Trustee of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes in connection with the use, administration, adoption, or implementation of a Benchmark Replacement. Any determination, decision, or election that may be made by the Lender pursuant to this Section 1.03, including any determination with respect to a tenor, rate, or adjustment or the occurrence or non-occurrence of an event, circumstance, or date, and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in the Lender's sole discretion and without consent from any other party to this Agreement or any other Transaction Document.
ARTICLE II — THE LIQUIDITY FACILITY
Section 2.01 — Commitment
(a) Subject to the terms and conditions set forth herein, the Lender hereby commits to make Advances to the Borrower during the Draw Period in an aggregate outstanding principal amount not to exceed the Maximum Commitment of Twenty-Five Million Dollars ($25,000,000) at any time. The obligation of the Lender to make each Advance is subject to the satisfaction (or waiver by the Lender) of all applicable conditions precedent set forth in Article IV.
(b) The facility established under this Agreement is a revolving facility. Subject to the terms and conditions of this Agreement, amounts repaid by the Borrower during the Draw Period may be reborrowed by the Borrower during the Draw Period, provided that all conditions precedent set forth in Section 4.02 have been satisfied at the time of each such reborrowing and the aggregate outstanding principal amount of all Advances at any time shall not exceed the Maximum Commitment.
(c) The parties acknowledge and agree that this Agreement provides a liquidity facility only. The facility established hereunder is not a guaranty or credit enhancement for the Notes and shall not be construed as such. The purpose of this facility is to provide short-term liquidity to the Borrower to cover temporary timing mismatches in Collections available to make timely payments on the Notes in accordance with the Payment Waterfall. Nothing in this Agreement shall be construed to obligate the Lender to make any Advance for the purpose of covering credit losses on the Receivables.
Section 2.02 — Purpose
(a) The proceeds of each Advance shall be used solely to fund temporary shortfalls in Collections available to make timely interest payments on the Class A Notes, Class B Notes, and Class C Notes in accordance with the Payment Waterfall set forth in the Indenture. The Borrower shall not apply the proceeds of any Advance for any other purpose without the prior written consent of the Lender.
(b) Notwithstanding the foregoing, proceeds of Advances may also be used to fund the Borrower's pro rata share of Indenture Trustee fees and expenses and Servicing fees payable pursuant to the Servicing Agreement, in each case solely to the extent that such amounts are senior in priority to interest payments on the Notes in the Payment Waterfall as set forth in the Indenture.
(c) Proceeds of Advances shall not, under any circumstances, be used to (i) make principal payments on the Notes, (ii) cover credit losses on the Receivables, (iii) make distributions to the sole member of the Borrower or any Affiliate thereof, or (iv) make any payment not expressly permitted under this Section 2.02.
Section 2.03 — Advances
(a) Minimum Advance Amount. The minimum amount of any single Advance shall be Five Hundred Thousand Dollars ($500,000); provided, however, that if the Available Commitment is less than $500,000, an Advance may be made in the amount of the remaining Available Commitment.
(b) Maximum Frequency. The Borrower shall not deliver more than two (2) Advance Requests in any single calendar month.
(c) Deposit. Each Advance shall be deposited by the Lender into the Liquidity Reserve Account maintained at Calvoneth Trust Company, N.A., as securities intermediary, pursuant to the Account Control Agreement. The Liquidity Reserve Account details are set forth in Schedule I hereto.
(d) Funding. Each Advance shall be funded by the Lender in immediately available funds by no later than 2:00 p.m. (New York City time) on the applicable Advance Date.
Section 2.04 — Interest on Advances
(a) Interest Rate. Each outstanding Advance shall bear interest from and including the date of such Advance to but excluding the date of repayment in full at a rate per annum equal to SOFR plus 150 basis points (1.50%) (the "Interest Rate").
(b) Day Count. Interest on each Advance shall accrue on the basis of a year of 360 days for the actual number of days elapsed during each Interest Period (including the first day of such Interest Period and excluding the last day of such Interest Period).
(c) Payment of Interest. Interest accrued on outstanding Advances shall be payable on each Payment Date from Collections in accordance with the Payment Waterfall set forth in the Indenture. The parties acknowledge and agree that repayment of interest on liquidity draws under this Agreement is senior in the Payment Waterfall to principal payments on the Notes but subordinate to Indenture Trustee fees and expenses, Servicing fees payable under the Servicing Agreement, and interest on the Notes.
(d) Default Interest. Upon the occurrence and during the continuance of an Event of Default, the interest rate applicable to all outstanding Advances shall automatically increase by two hundred (200) basis points per annum (i.e., to a rate per annum equal to SOFR plus 350 basis points (3.50%)), without the requirement of notice from the Lender (the "Default Rate"). Default interest shall accrue from the date of the Event of Default until such Event of Default has been cured or waived in writing by the Lender.
Section 2.05 — Commitment Fee
(a) The Borrower shall pay to the Lender a commitment fee (the "Commitment Fee") equal to 0.25% per annum on the daily average undrawn amount of the Maximum Commitment during each Interest Period. For the avoidance of doubt, at the full $25,000,000 commitment undrawn, the annualized Commitment Fee equals Sixty-Two Thousand Five Hundred Dollars ($62,500).
(b) The Commitment Fee shall accrue from and including the Closing Date and shall be calculated on the basis of actual days elapsed over a 360-day year.
(c) The Commitment Fee shall be payable quarterly in arrears on each Commitment Fee Payment Date from Collections in accordance with the Payment Waterfall set forth in the Indenture. To the extent Collections are insufficient to pay the Commitment Fee in full on any Commitment Fee Payment Date, the unpaid amount shall accrue and be payable on the next succeeding Commitment Fee Payment Date on which Collections are sufficient for such purpose (without duplication).
(d) The Commitment Fee is earned and non-refundable once accrued, regardless of whether any Advance is subsequently made or whether this Agreement is terminated prior to the end of the Draw Period.
Section 2.06 — Reduction and Termination of Commitment
(a) Voluntary Reduction. The Borrower may, upon at least five (5) Business Days' prior irrevocable written notice to the Lender (with a copy to the Indenture Trustee), permanently reduce the Maximum Commitment in whole or in part; provided that (i) each partial reduction shall be in a minimum amount of Five Million Dollars ($5,000,000) and (ii) the Maximum Commitment, after giving effect to any such reduction, shall not be less than zero. Upon any such reduction, the Commitment Fee shall be calculated on the reduced Maximum Commitment amount from and after the effective date of such reduction.
(b) Automatic Termination. The Commitment shall automatically and permanently terminate on the earliest to occur of: (i) the last day of the Draw Period; (ii) the Legal Final Maturity Date; (iii) the date on which all Notes have been paid in full and all amounts owing under the Indenture have been discharged; (iv) the date on which the Lender terminates the Commitment following the occurrence and during the continuance of an Event of Default pursuant to Section 7.02; or (v) the date on which the Borrower terminates the Commitment by irrevocable written notice to the Lender and the Indenture Trustee.
(c) Upon any termination of the Commitment, all outstanding Advances, together with all accrued and unpaid interest, Commitment Fees, and other amounts owing to the Lender hereunder, shall remain outstanding and payable in accordance with the terms of this Agreement until paid in full.
Section 2.07 — Repayment of Advances
(a) Repayment on Payment Dates. All outstanding Advances, together with accrued and unpaid interest thereon, shall be repaid on each Payment Date from Collections in accordance with the Payment Waterfall set forth in the Indenture. The Indenture Trustee shall apply Collections available on each Payment Date in the priority specified in the Indenture, and amounts allocable to repayment of Advances and accrued interest thereon shall be remitted directly to the Lender by wire transfer of immediately available funds to the account specified in Schedule I.
(b) Priority. The parties acknowledge and agree that repayment of Advances (both principal and interest) is prioritized in the Payment Waterfall above principal payments on the Notes but below Indenture Trustee fees and expenses, Servicing fees payable under the Servicing Agreement, and interest payments on the Notes. The specific priority of payments is set forth in the Indenture and is incorporated herein by reference.
(c) Final Repayment. All outstanding Advances, together with all accrued and unpaid interest, Commitment Fees, and other amounts owing to the Lender hereunder, must be repaid in full on or before the Legal Final Maturity Date, which is forty-two (42) months from the Closing Date.
(d) Voluntary Prepayment. The Borrower may prepay outstanding Advances in whole or in part at any time without premium or penalty, upon one (1) Business Day's prior written notice to the Lender. Each voluntary prepayment shall be accompanied by payment of all accrued and unpaid interest on the principal amount prepaid through the date of prepayment.
Section 2.08 — Computation of Interest and Fees
(a) All interest and Commitment Fees hereunder shall be computed on the basis of a year of 360 days for the actual number of days elapsed (including the first day but excluding the last day) during the applicable period. Each determination by the Lender of an interest rate, fee, or other amount payable hereunder shall be conclusive and binding on the Borrower in the absence of manifest error.
(b) Interest shall accrue on each Advance from and including the date such Advance is made to but excluding the date such Advance is repaid in full.
Section 2.09 — Evidence of Indebtedness
(a) The Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to the Lender resulting from each Advance made hereunder, including the amounts of principal and interest payable and paid to the Lender from time to time. The entries in such account or accounts maintained by the Lender shall constitute prima facie evidence of the existence and amounts of the obligations therein recorded, absent manifest error.
(b) No promissory note shall be required to evidence the obligations of the Borrower under this Agreement; provided, however, that upon the request of the Lender, the Borrower shall execute and deliver to the Lender a promissory note in form and substance satisfactory to the Lender evidencing the obligations of the Borrower under this Agreement.
ARTICLE III — ADVANCE REQUEST PROCEDURES
Section 3.01 — Advance Request
(a) The Borrower (or the Servicer on behalf of the Borrower, or the Administrator on behalf of the Borrower, in each case as authorized by the Borrower) shall deliver an Advance Request to the Lender and the Indenture Trustee not later than 11:00 a.m. (New York City time) two (2) Business Days prior to the requested Advance Date. Each Advance Request shall be delivered in writing by facsimile or electronic mail (or such other method as may be agreed upon by the Lender and the Borrower) and shall be substantially in the form of Exhibit A attached hereto.
(b) Each Advance Request shall specify the following:
(i) the requested Advance Date;
(ii) the aggregate amount of the requested Advance (which shall not be less than the minimum Advance amount specified in Section 2.03(a) and shall not exceed the Available Commitment at such time);
(iii) a certification that the proceeds of the requested Advance will be applied solely for the purposes specified in Section 2.02;
(iv) a certification that all conditions precedent set forth in Section 4.02 have been satisfied as of the date of the Advance Request and will be satisfied as of the requested Advance Date; and
(v) such other information as the Lender may reasonably request.
Section 3.02 — Irrevocability
Each Advance Request, once delivered to the Lender and the Indenture Trustee in accordance with Section 3.01, shall be irrevocable and shall constitute a binding obligation of the Borrower to borrow the amount specified therein on the requested Advance Date, subject to the satisfaction of the conditions precedent in Article IV.
Section 3.03 — Funding
Upon receipt of a compliant Advance Request delivered in accordance with Section 3.01 and upon satisfaction (or waiver by the Lender) of all applicable conditions precedent set forth in Article IV, the Lender shall fund the requested Advance by wire transfer of immediately available funds to the Liquidity Reserve Account maintained at Calvoneth Trust Company, N.A. The wire transfer instructions and account details for the Liquidity Reserve Account are set forth in Schedule I hereto. The Lender shall use commercially reasonable efforts to fund each Advance by 2:00 p.m. (New York City time) on the applicable Advance Date.
ARTICLE IV — CONDITIONS PRECEDENT
Section 4.01 — Conditions Precedent to Closing and Initial Advance
The obligation of the Lender to enter into this Agreement and to make the initial Advance hereunder is subject to the satisfaction (or waiver by the Lender in its sole discretion) of each of the following conditions precedent on or prior to the Closing Date:
(a) Execution and Delivery of Transaction Documents. This Agreement and all other Transaction Documents shall have been duly executed and delivered by the respective parties thereto, and the Lender shall have received a fully executed counterpart of each such Transaction Document.
(b) Organizational Documents. The Lender shall have received, in form and substance satisfactory to the Lender:
(i) certified copies of the Certificate of Formation and the LLC Agreement of QRF 2022-1 (DE SOS File No. 7894231), each certified by an authorized officer or manager of the Borrower as being true, correct, and complete;
(ii) a certificate of good standing (or equivalent) for QRF 2022-1 issued by the Secretary of State of the State of Delaware, dated not more than ten (10) days prior to the Closing Date; and
(iii) an Officer's Certificate of QRF 2022-1 (or a certificate of the Independent Manager, Timothy R. Callan), certifying as to the resolutions duly adopted by the sole member and the Independent Manager authorizing the execution, delivery, and performance of this Agreement and the transactions contemplated hereby, and certifying as to the incumbency and specimen signatures of each Person authorized to execute this Agreement and the other Transaction Documents on behalf of the Borrower.
(c) Legal Opinions. The Lender shall have received the following opinions, in each case dated as of the Closing Date, addressed to the Lender and the Indenture Trustee, and in form and substance satisfactory to the Lender:
(i) true sale opinions from Calderwood & Harkness LLP relating to the transfers of Receivables from QPF to QRH pursuant to the Receivables Sale Agreement and from QRH to QRF 2022-1 pursuant to the Receivables Transfer Agreement, in each case opining that such transfers constitute true sales and not secured financings for purposes of the U.S. Bankruptcy Code;
(ii) non-consolidation opinions from Calderwood & Harkness LLP opining that a court would not substantively consolidate the assets and liabilities of QRF 2022-1 or QRH with those of QPF, QIH, or any other Affiliate in a bankruptcy or insolvency proceeding;
(iii) a security interest perfection opinion from Calderwood & Harkness LLP opining that the Grant of Security Interest creates a valid, perfected, first-priority security interest in the Collateral in favor of the Indenture Trustee for the benefit of the Noteholders and the Lender; and
(iv) an enforceability opinion from Calderwood & Harkness LLP opining as to the due authorization, execution, delivery, and enforceability of this Agreement and the Indenture, subject to customary assumptions, qualifications, and exceptions.
(d) UCC Filings. The Lender shall have received evidence satisfactory to it that the following UCC-1 financing statements have been duly filed with the Secretary of State of the State of Delaware:
(i) a UCC-1 financing statement naming QPF as debtor and QRH as secured party;
(ii) a UCC-1 financing statement naming QRH as debtor and QRF 2022-1 as secured party; and
(iii) a UCC-1 financing statement naming QRF 2022-1 as debtor and Calvoneth Trust Company, N.A. as secured party.
(e) Ratings Confirmation. The Lender shall have received confirmation of the following preliminary ratings from each of the following rating agencies:
(i) from Brindoval Ratings Inc.: Class A Notes — AAA(cr); Class B Notes — A(cr); Class C Notes — BBB(cr); and
(ii) from Pinnacle Rating Services LLC: Class A Notes — Aaa(p); Class B Notes — A1(p); Class C Notes — Baa2(p).
(f) Account Establishment. The Lender shall have received evidence satisfactory to it that the Account Control Agreement has been duly executed and delivered and that all accounts required thereunder (including the Liquidity Reserve Account) have been established at Calvoneth Trust Company, N.A. as securities intermediary.
(g) Back-Up Servicing Agreement. The Lender shall have received evidence satisfactory to it that the Back-Up Servicing Agreement has been duly executed and delivered by all parties thereto.
(h) Notes Issuance. The Lender shall have received evidence satisfactory to it that the Notes have been duly issued under the Indenture and delivered to the initial purchasers thereof.
(i) Grant of Security Interest. The Lender shall have received evidence satisfactory to it that the Grant of Security Interest has been duly executed and delivered by QRF 2022-1 in favor of the Indenture Trustee.
(j) Comfort Letter. The Lender shall have received a comfort letter from Meridian Ledger LLP, independent public accountants, in form and substance satisfactory to the Lender.
(k) Verification Report. The Lender shall have received a third-party verification report from Veristead Analytics LLC confirming pool tape reconciliation and the accuracy of the statistical and computational information relating to the Receivables pool set forth in the offering documents for the Notes.
(l) Performance Guaranty. The Lender shall have received evidence satisfactory to it that the Performance Guaranty by QIH in favor of Calvoneth Trust Company, N.A. has been duly executed and delivered and is in full force and effect.
(m) KYC/AML Compliance. The Lender shall have completed, to its satisfaction, all know-your-customer, anti-money laundering, and other due diligence reviews of the Borrower, the Sponsor, and the Servicer, in each case in compliance with the Lender's policies and procedures and Applicable Law, including the USA PATRIOT Act.
(n) Payment of Fees and Expenses. The Borrower shall have paid all accrued fees and expenses owing to the Lender on or before the Closing Date, including all upfront fees, structuring fees, and legal fees and expenses of counsel to the Lender.
(o) No Material Adverse Change. No material adverse change shall have occurred in the business, operations, assets, or financial condition of the Borrower, the Originator, or the Sponsor since the Cut-Off Date.
(p) Miscellaneous. The Lender shall have received such other documents, instruments, certificates, and opinions as the Lender may reasonably request in connection with the closing of the transactions contemplated hereby.
Section 4.02 — Conditions Precedent to Each Advance
The obligation of the Lender to make each Advance (including the initial Advance) is subject to the satisfaction (or waiver by the Lender in its sole discretion) of each of the following conditions precedent as of the applicable Advance Date. The delivery of each Advance Request shall constitute a certification by the Borrower that, as of the applicable Advance Date:
(a) No Event of Default or Default has occurred and is continuing under this Agreement or the Indenture.
(b) No Early Amortization Event has occurred and is continuing under the Indenture.
(c) All representations and warranties of the Borrower contained in Article V are true and correct in all material respects as of the Advance Date (except to the extent that any such representation or warranty expressly relates to a prior date, in which case such representation or warranty shall be true and correct in all material respects as of such prior date).
(d) The aggregate outstanding principal amount of all Advances, after giving effect to the requested Advance, shall not exceed the Maximum Commitment of Twenty-Five Million Dollars ($25,000,000).
(e) The Pool Balance is at least equal to the Minimum Pool Balance ($450,000,000 during the Revolving Period).
(f) The three-month average net loss rate on the Receivables does not exceed 2.00%.
(g) The 60+ day delinquency rate on the Receivables does not exceed 3.50%.
(h) The ratings on the Notes have not been downgraded below the Required Ratings; specifically, the ratings on the Class C Notes have not been downgraded below BBB(cr) by Brindoval Ratings Inc. or below Baa2(p) by Pinnacle Rating Services LLC, and no rating on the Notes has been withdrawn.
(i) No Servicer default has occurred under the Servicing Agreement.
(j) No insolvency proceeding (whether voluntary or involuntary) has been filed or commenced with respect to the Borrower, QRH, QPF, or QIH.
(k) The Draw Period has not expired.
(l) The proceeds of the requested Advance will be used solely for the permitted purposes specified in Section 2.02.
ARTICLE V — REPRESENTATIONS AND WARRANTIES OF THE BORROWER
The Borrower hereby represents and warrants to the Lender as of the Closing Date and as of each Advance Date as follows:
Section 5.01 — Organization and Good Standing
QRF 2022-1 is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware (DE SOS File No. 7894231). QRF 2022-1 is a bankruptcy-remote special purpose entity formed and existing solely for the purposes set forth in its LLC Agreement. The sole member of QRF 2022-1 is Quorum Receivables Holding LLC, a Delaware limited liability company. The Independent Manager of QRF 2022-1 is Timothy R. Callan, appointed by Fortbridge Corporate Services LLC in accordance with the provisions of the LLC Agreement. The registered agent for QRF 2022-1 in the State of Delaware is Ashgrove Services Inc., 28 Liberty Street, New York, New York 10005 (or such successor registered agent as may be designated in accordance with Applicable Law). QRF 2022-1 has all requisite power and authority to own its properties and assets, to conduct its business as presently conducted, and to execute, deliver, and perform its obligations under this Agreement and the other Transaction Documents to which it is a party.
Section 5.02 — Authorization; Binding Obligation
The execution, delivery, and performance of this Agreement and each other Transaction Document to which the Borrower is a party have been duly authorized by all necessary limited liability company action on the part of the Borrower, including by the affirmative vote or written consent of the Independent Manager to the extent required by the LLC Agreement. This Agreement constitutes the legal, valid, and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law).
Section 5.03 — No Conflict
The execution, delivery, and performance by the Borrower of this Agreement and the consummation of the transactions contemplated hereby do not and will not (a) violate or conflict with the Certificate of Formation or the LLC Agreement of the Borrower, (b) violate or conflict with any Applicable Law or any order, writ, judgment, injunction, decree, determination, or award of any court or other governmental authority applicable to the Borrower or its properties, or (c) result in a breach of, constitute a default under, or require any consent under any material agreement, indenture, or other instrument to which the Borrower is a party or by which the Borrower or its properties may be bound.
Section 5.04 — No Litigation
No litigation, arbitration, investigation, or governmental proceeding is pending or, to the knowledge of the Borrower (after due inquiry), threatened against the Borrower, which, if adversely determined, would reasonably be expected to have a Material Adverse Effect. There are no outstanding judgments, injunctions, writs, or decrees against the Borrower that would reasonably be expected to have a Material Adverse Effect.
Section 5.05 — Compliance with Law
The Borrower is in compliance in all material respects with all Applicable Laws, rules, and regulations, including all applicable federal and state securities laws, banking laws, and regulations of any governmental authority having jurisdiction over the Borrower or its activities.
Section 5.06 — Taxes
(a) The Borrower is treated as a disregarded entity for U.S. federal income tax purposes. QRF 2022-1 has no separate federal income tax liability.
(b) The Borrower has timely filed, or has caused to be timely filed on its behalf, all federal, state, and local tax returns required to be filed, and has paid or caused to be paid all taxes shown to be due and payable on such returns, except to the extent that such taxes are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with generally accepted accounting principles.
(c) The Employer Identification Number (EIN) of the Borrower is 88-1247653.
Section 5.07 — ERISA
No "plan assets" (within the meaning of ERISA and Section 4975 of the Internal Revenue Code of 1986, as amended, and applicable regulations thereunder) are held by the Borrower, and the Borrower is not and has never been subject to the requirements of Title I or Title IV of ERISA.
Section 5.08 — Investment Company Act
The Borrower is not, and after giving effect to the issuance of the Notes and the transactions contemplated by this Agreement and the other Transaction Documents will not be, an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended. The Borrower is relying on the exclusion from the definition of "investment company" provided by Section 3(c)(5) of the Investment Company Act of 1940, as amended, or such other exclusion or exemption as may be applicable.
Section 5.09 — Solvency
The Borrower is, and after giving effect to the transactions contemplated by this Agreement and the other Transaction Documents will be, solvent. The Borrower will not be rendered insolvent by the execution and delivery of this Agreement, the incurrence of the obligations hereunder, or the consummation of the transactions contemplated hereby. The Borrower's assets, at fair valuation, exceed its liabilities (including contingent liabilities). The Borrower is able to pay its debts as they become due and is not engaged in, and does not intend to engage in, any business for which its remaining property is unreasonably small in relation to the business conducted.
Section 5.10 — Receivables Pool
(a) As of the Cut-Off Date (June 30, 2022) and as of each Advance Date, the Receivables in the pool satisfy the Eligible Receivable criteria set forth in the Receivables Sale Agreement and the Receivables Transfer Agreement.
(b) The initial Pool Balance as of the Cut-Off Date is $612,000,000, consisting of approximately 82,400 individual insurance premium finance loans. The statistical characteristics of the pool as of the Cut-Off Date are as follows:
(i) weighted average APR: 7.85%;
(ii) weighted average original term: 9.2 months;
(iii) weighted average remaining term: 5.7 months;
(iv) average loan balance: approximately $7,427.
(c) Obligor Concentration. No single Obligor constitutes more than 0.75% of the Pool Balance. The largest single Obligor represents approximately 0.38% of the Pool Balance, or approximately $2,325,600.
(d) Geographic Concentration. No single state constitutes more than 20% of the Pool Balance. The top three states by pool concentration are: Texas (14.2%), California (11.8%), and Florida (9.6%).
(e) Carrier Concentration. No single insurance carrier constitutes more than 15% of the Pool Balance.
Section 5.11 — Separateness
The Borrower has observed all separateness covenants set forth in its LLC Agreement and has at all times maintained its existence as a separate legal entity distinct from QIH, QPF, QRH, and all other Affiliates. Without limiting the generality of the foregoing, the Borrower has: (i) maintained separate books and records; (ii) maintained separate bank accounts; (iii) not commingled its funds or assets with those of any other Person; (iv) held itself out to the public as a separate entity; (v) conducted its business in its own name; (vi) maintained adequate capitalization; and (vii) observed all necessary limited liability company formalities.
Section 5.12 — Security Interest
The Grant of Security Interest creates a valid, first-priority security interest in all of the Collateral in favor of the Indenture Trustee for the benefit of the Noteholders and the Lender, which security interest has been duly perfected by the filing of UCC-1 financing statements with the Secretary of State of the State of Delaware and, to the extent applicable, by control under the Account Control Agreement. No other liens, security interests, claims, or encumbrances exist on the Collateral other than those created under the Transaction Documents.
Section 5.13 — True Sale
The transfers of Receivables from QPF to QRH pursuant to the Receivables Sale Agreement and from QRH to QRF 2022-1 pursuant to the Receivables Transfer Agreement constitute true sales and not secured financings for all purposes, including for purposes of the U.S. Bankruptcy Code. Each such transfer has been properly reflected in the books and records of the transferor and the transferee as a sale and purchase.
Section 5.14 — No Material Adverse Change
Since June 30, 2022 (the Cut-Off Date), no material adverse change has occurred in the business, operations, assets, or financial condition of the Borrower, the Originator, or the Sponsor. Without limiting the foregoing, no event has occurred since the Cut-Off Date that has resulted in, or would reasonably be expected to result in, a Material Adverse Effect.
ARTICLE VI — COVENANTS
Section 6.01 — Affirmative Covenants
The Borrower covenants and agrees that, from and after the Closing Date and until the later of (x) the date on which all Advances and other amounts owing to the Lender hereunder have been paid in full and the Commitment has been terminated, and (y) the date on which all Notes have been paid in full and the Indenture has been discharged, the Borrower shall (and shall cause the Servicer and the Administrator to, as applicable):
(a) Existence. Maintain its existence as a limited liability company duly organized and in good standing under the laws of the State of Delaware and maintain its status as a bankruptcy-remote special purpose entity in compliance with the separateness covenants set forth in its LLC Agreement.
(b) Compliance with Transaction Documents. Comply in all material respects with all of its obligations under each Transaction Document to which it is a party.
(c) Delivery of Reports. Deliver to the Lender copies of all monthly servicer reports, payment date reports, and notices delivered under the Indenture or the Servicing Agreement, concurrently with or promptly following delivery thereof to the Indenture Trustee. Such reports shall include, without limitation, pool balance information, delinquency stratification data, net loss rate calculations, and collections data.
(d) Liquidity Reserve Account. Maintain the Liquidity Reserve Account at Calvoneth Trust Company, N.A. in accordance with the Account Control Agreement, and ensure that all proceeds of Advances are deposited into and maintained in the Liquidity Reserve Account until applied for the permitted purposes set forth in Section 2.02.
(e) Inspection Rights. Permit the Lender (and its duly authorized representatives, agents, and advisors) to inspect the books and records of the Borrower, the Servicer, and the Receivables pool upon reasonable prior written notice during normal business hours, at the Borrower's sole cost and expense; provided that such inspections shall be conducted no more than twice per calendar year during the absence of a Default or Event of Default, and as frequently as the Lender deems necessary during the continuance of a Default or Event of Default.
(f) Notices. Provide prompt written notice to the Lender (and in any event no later than three (3) Business Days after obtaining knowledge thereof) of:
(i) any Event of Default or Default under this Agreement;
(ii) any event of default under the Indenture or any Early Amortization Event;
(iii) any Servicer default under the Servicing Agreement or any Servicer termination event;
(iv) any downgrade, qualification, or withdrawal of any rating on the Notes by Brindoval Ratings Inc. or Pinnacle Rating Services LLC;
(v) any litigation, arbitration, investigation, or governmental proceeding that could reasonably be expected to have a Material Adverse Effect; and
(vi) any change in the identity of the Independent Manager of the Borrower.
(g) Insurance. Maintain (or cause to be maintained) insurance coverage as required by the Transaction Documents.
(h) Payment of Fees. Pay the Commitment Fee and all other amounts due and payable to the Lender hereunder when due in accordance with the terms of this Agreement and the Payment Waterfall.
(i) FATCA Compliance. Comply with all FATCA requirements applicable to payments made to the Lender hereunder, including withholding and reporting obligations, and shall timely provide to the Lender all documentation and information reasonably required by the Lender to enable the Lender to comply with its own FATCA obligations.
Section 6.02 — Negative Covenants
The Borrower covenants and agrees that, from and after the Closing Date and until the later of (x) the date on which all Advances and other amounts owing to the Lender hereunder have been paid in full and the Commitment has been terminated, and (y) the date on which all Notes have been paid in full and the Indenture has been discharged, the Borrower shall not, without the prior written consent of the Lender:
(a) Liens. Create, incur, assume, or permit to