Duty to Update. If this Certificate is being delivered in connection with any Applicable Pro Forma Date, the undersigned hereby undertakes the obligation to update the information, representations, warranties, and certifications provided herein and in each Annex attached hereto if any such information, representations, warranties, or certifications are no longer true, complete and correct in all material respects on and as of such Applicable Pro Forma Date (after giving effect to all activity to take place on such date) except to the extent such information, representations, warranties, and certifications expressly relate to any earlier date, as of such earlier date. Servicer has executed this Borrowing Base Certificate through its Authorized Officer on the date first specified above. Exhibit C-1 LENDINGCLUB CORPORATION, as Servicer By:__________________________ Name/Title:____________________ ATTACHMENTS: DATA FILE WITH COMPLETION OF INFORMATION PER ALL TABS INCLUDING DATA TAB (WITH RECEIVABLES DATA), ADVANCE RATE MODEL (SHOWING ADVANCE RATE CALCULATION); BORROWING BASE TAB (SHOWING BORROWING BASE CALCULATION), BAM! TAB (BUSINESS ACTIVITY MONITORING DATA), LOSS CALCULATION TAB (SHOWING CALCULATION OF VINTAGE LOSS PERCENTAGE); AND SERVICER REPORT TAB (SHOWING COMPLIANCE WITH DELINQUENCY RATIO, VINTAGE LOSS RATIO, AND OTHER APPLICABLE INFORMATION) EXHIBIT D TO CREDIT AGREEMENT Seller/Servicer’s Credit and Collection Policy* [***] * Confidential Treatment Requested EXHIBIT E TO CREDIT AGREEMENT FORM OF FINANCIALS COMPLIANCE CERTIFICATE Date: ________, 20___ Citibank, N.A., as Administrative Agent, on behalf of itself and the Lenders Wilmington Trust, National Association, as Paying Agent Ladies and Gentlemen: This Financials Compliance Certificate (this “Certificate”), for the fiscal [quarter][year] ending ____________, 20__ (the “Relevant Period”), is furnished pursuant to Section 6.01(l) of that certain Warehouse Credit Agreement, dated as of October 10, 2017 (as amended, supplemented, restated or otherwise modified, the “Credit Agreement”), among LendingClub Warehouse I LLC (the “Borrower”), Wilmington Trust, National Association, as Paying Agent (in such capacity, “Paying Agent”) and Collateral Trustee (in such capacity, “Collateral Trustee”), the Lenders from time to time party thereto (the “Lenders”), and Citibank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein or as the context otherwise requires, terms u...
Duty to Update. Each party to this Agreement agrees, to the extent required by, and in accordance with, applicable federal securities laws, to update any information pertaining to such party in the Group Schedule 13D/A or Information Statement or any amendments thereto. ********** < Intentionally Left Blank >
Duty to Update. Prior to Closing, Seller and Buyer shall each promptly, upon such Party's acquiring of actual knowledge of any event or circumstance which makes any representation or warranty made by such Party hereunder materially untrue or misleading, provide the other Party with written notice of such event or circumstance. In such event, or if a Party otherwise discovers that any of the representations and warranties made herein by the other Party is not true in all material respects as if first made as of the date of such discovery, the Party's sole and exclusive remedy shall be: (i) to terminate this Agreement in accordance with the provisions of Section 7 hereof, unless the matters which cause such representations and warranties not to be true in all material respects is the result of a willful breach by the making Party of such representations and warranties, in which case the provisions of Section 13 hereof shall govern; or (ii) to proceed to Closing upon the terms and conditions set forth in this Agreement, subject to the matters which causes the representations and warranties not to be true in all material respects as if first made as of the date of such discovery and, in such a case, such representations and warranties shall be automatically modified to such extent and the making Party shall have no liability for the same.
Duty to Update. The District shall determine, in the manner it deems appropriate, whether there has been a change in the MSRB’s email address or filing procedures under EMMA each time it is required to file information with the MSRB.
Duty to Update. You agree that you must notify CIN LEGAL in writing of any change in your business location or mailing address; any changes in the ownership or control of your business; and any changes in the Authorized Users authorized to use your CIN Account, no later than five (5) business days following said change and in accordance with Section 12.1 (“Notice”). Per the reseller policies of the national credit bureaus, CIN LEGAL may require you to execute an updated Application or Agreement and/or may require a new onsite inspection if you move to a new location or open an additional office.
Duty to Update. The GOVERNING BOARD shall submit changes to the Contract, Exhibit or Documentation in a timely manner. Changes to the Contract, Exhibits or required documentation shall be provided on forms and within the time frames provided by the COMMISSION in the PEC Policy Manual for approval by, or notification to, the COMMISSION.
Duty to Update. Each Party agrees to promptly notify the other Party in writing if it becomes aware of (i) any material change to information previously provided by such Party under Sections 4(b) or 5, or (ii) any representations made herein becoming incorrect or misleading in any material respect.
Duty to Update comScore shall provide to Citadel, in a manner and media acceptable to Citadel in its reasonable discretion, updates, modifications, enhancements, patches, bug fixes and upgrades to the comScore Software, comScore Technology, comScore Syndicated Products, Non-Core Materials, comScore Developed Materials, Documentation and comScore Know How, as soon as such updates are used, licensed or developed by comScore or its Affiliates. comScore shall update the weighting and projection factors using its best practices and shall notify Citadel of such changes as set forth in Section 3.8.
Duty to Update. In the event that any of the representations, covenants or warranties of the Borrower contained herein ceases to be true in any respect, the Borrower shall immediately inform the Lenders of such situation and provide all details relating thereto.
Duty to Update. Seller and Purchaser shall have the continuing obligation until the Closing promptly to supplement or amend the Disclosure Schedules with respect to any matter hereafter arising or discovered that, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Disclosure Schedules; provided, however, that for the purpose of the rights and obligations of the parties under this Agreement and subject to the provisions of Section 7.9, any such supplemental or amended Disclosure Schedule shall not be deemed to have been disclosed as of the date of this Agreement and shall not be deemed to have remedied any misrepresentation or breach of any representation or warranty or covenant hereunder unless so agreed in writing by Purchaser and Seller.
