Schedules. Schedules to this Agreement form a part of it.
Schedules. The following Schedules are attached hereto and made part of this Agreement:
Schedules. Schedule 1.1(a) Credit Card Guidelines Schedule 7.1 Subsidiaries Schedule 7.5 Consents Schedule 7.7 Equity Capitalization Schedule 7.8 Indebtedness and Other Contracts Schedule 7.12 Intellectual Property Rights Schedule 7.22 Form of Secretary’s Certificate Schedule 7.27 ERISA and UK Pension Schemes Schedule 7.32 Transactions with Affiliates Schedule 7.40 Material Contracts Schedule 8.25 Existing Investments [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED FIFTH AMENDED AND RESTATED FINANCING AGREEMENT This FIFTH AMENDED AND RESTATED FINANCING AGREEMENT (as modified, amended, extended, restated, amended and restated and/or supplemented from time to time, this “Agreement”), dated as of February 7, 2019 is being entered into by and among Rise SPV, LLC, a Delaware limited liability company ( “Rise SPV”), and Today Card, LLC, a Delaware limited liability company (“Today Card”; together with Rise SPV, the “US Term Note Borrowers”), Elevate Credit International Ltd., a company incorporated under the laws of England with number 05041905 (the “UK Borrower”), as the UK Borrower, Elevate Credit Service, LLC, a Delaware limited liability company, as the US Last Out Term Note Borrower (“Elevate Credit” or the “US Last Out Term Note Borrower”; the US Term Note Borrowers, the UK Borrower and the US Last Out Term Note Borrower, each a “Borrower” and collectively, the “Borrowers”), Elevate Credit, Inc., a Delaware corporation (“Elevate Credit Parent”), as a Guarantor (as defined herein), the other Guarantors (as defined herein) from time to time party hereto (such Guarantors, collectively with the Borrowers, the “Credit Parties”), Victory Park Management, LLC, as administrative agent and collateral agent (in such capacity, the “Agent”) for the Lenders and the Holders (each as defined herein), and such Lenders and Holders from time to time party hereto.
Schedules. The Schedules to this Agreement are hereby incorporated by reference into this Agreement in its entirety.
Schedules. All Schedules attached to this Agreement shall be deemed to be a part of this Agreement as if set forth fully in this Agreement.
Schedules. 2.1 Certain Liabilities Assumed 42 2.1(a) Excluded Deposit Liability Accounts 43
Schedules. The Schedules shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.
Schedules. (1) The schedules annexed hereto form part of this Settlement Agreement.
Schedules. 2.01 Commitments and Applicable Percentages
Schedules. Schedule 1.1(a)(i) Contracts Schedule 1.1(a)(iv) Transferred Intellectual Property Schedule 1.1(a)(vi) Leased Real Property Schedule 1.1(a)(ix) Permits Related to the Business Schedule 1.1(c)(vii) Excluded Intellectual Property Schedule 1.1(c)(xii) Permits Related to the Retained Business Schedule 1.1(c)(xiii) Excluded Assets from Star Agreement Schedule 1.1(c)(xiv) Retained Causes of Action Schedule 1.1(c)(xvi) Excluded Assets Schedule 1.1(r) Excluded Liabilities Schedule 1.2(a)(i) Bank Accounts Schedule 1.6(c) Net Tangible Book Value of the Business Definition Exception Schedule 1.6(d) Final Statement Amount Schedule 1.7(d) Dispute Resolution Procedure Schedule 2.3(e) Loans to Certain Employees Schedule 3.1 United States Subsidiaries of Seller Schedule 3.3(a) Required Governmental approvals or Consents Schedule 3.3(b) No Violations Schedule 3.4 Financial Statements Schedule 3.5 Absence of Undisclosed Seller Liabilities Schedule 3.6 Absence of Certain Changes Schedule 3.6(a)(v) Compensation Increases Schedule 3.6(c) Other Claims Schedule 3.7(a) Transferred Intellectual Property Schedule 3.7(b) Other Items Regarding Transferred Intellectual Property Schedule 3.8(a) Permitted Encumbrances Schedule 3.8(b) Exceptions to Leased Real Property Schedule 3.8(e) Assets Subject to Liens Schedule 3.9(a) Litigation Schedule 3.9(b) Product Liability; Non-Uniform Warranties Schedule 3.10(a) Material Non-Compliance with Laws Schedule 3.10(b) Missing Governmental Licenses Schedule 3.11 Certain Contracts and Arrangements Schedule 3.11(c) Estimate of Costs Upon Termination of Distribution Agreements Schedule 3.12 Material Tax Elections and Other Tax Items Schedule 3.13(a) Seller Benefit and Compensation Plans Schedule 3.13(b) Division Employees and Other Related Information Schedule 3.13(c) ERISA Information Schedule 3.14(c) Environmental Documents Schedule 3.15(a) Insurance Policies Schedule 3.15(e) Insurance Claims During Last 2 Years Schedule 3.16 Notification Requirements for Labor Matters Schedule 3.17 Suppliers Schedule 3.18 Customers Schedule 3.19(a) Assets Necessary to Business Schedule 3.19(b) Permits Necessary to Business Schedule 3.20(a) Affiliates Schedule 3.20(b) Transactions Schedule 3.20(c) Jurisdictions of Incorporation and Business Schedule 4.3(a) Governmental Approvals and Consents of Buyer Schedule 4.8 Absence of Undisclosed Buyer Liabilities Schedule 4.9 Absence of Certain Buyer Changes Schedule 4.10 Litigation Schedule 4.11 Buyer Intellectual Property S...
