5 TO THE WAREHOUSE LOAN AGREEMENT EXHIBIT 10.17.5 AMENDMENT NO. SECTION 6.05 Payment of Taxes and Other Debt. Subsidiary means with respect to any Person, any corporation, partnership, limited liability company, association or other business entity of which (i) if a corporation, more than 50.00% of the total voting power of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, limited liability company, association or business entity other than a corporation, more than 50.00% of the partnership or other similar ownership interests thereof is at the time owned or controlled, directly or indirectly, by that Person or one or more Subsidiaries of that Person or a combination thereof. Initiate Loan repayment and Stock release. Neither any Facility Party nor any present or future guarantors, endorsers, or other Persons hereafter becoming liable for payment of any Credit Obligation shall ever be liable for unearned interest thereon or shall ever be required to pay interest thereon in excess of the maximum amount that may be lawfully charged under Applicable Law from time to time in effect, and the provisions of this Section 11.09 shall control over all other provisions of the Loan Documents which may be in conflict or apparent conflict herewith. (g) Auditors Reports. Opichi Funds' contracts specify that any disputes related to the use of their services must be resolved in tribal forums, which may include informal yet cost-effective and efficient Tribal dispute resolution or individual arbitration before a neutral arbitrator. Any Portfolio Lease which was not in place as of the applicable Funding Date (and described in the applicable Notice of Borrowing) (a Follow-On Lease) (i) will be an Eligible Lease, (ii) will only be a lease of Eligible Railcars and (iii) will have satisfied the conditions precedent described in Section 4.03 hereof. Reference to particular sections of the Code shall be construed also to refer to any successor sections. The headings of the sections and subsections hereof are provided for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement. (c) Evidence of Debt. Each Facility Party will do all things necessary to preserve the legality, validity, binding effect or enforceability of this Agreement, the Notes or any other Lease Document or Transaction Document, or permit the making of any payment or the transfer or remittance of any funds by the Borrower under this Agreement, the Notes or any other Lease Document or Transaction Document. The Borrower will, to the extent required by any Committed Lender, amend any Acceptable Derivatives Agreement which is then in effect at any time when there is (i) any increase in the outstanding principal amount of the Loans or (ii) any change in the contractual payment schedule of the Loans, so that such Acceptable Derivatives Agreement, as amended, would comply with the definition of Acceptable Derivatives Agreement if first entered into on the date of such amendment. 739866994 17557858 103 Fifth Amended and Restated Warehouse Loan Agreement SECTION 6.17 Required Disclosures. WAREHOUSE LOAN AGREEMENT Prohibited Nations Acts means the Trading with the Enemy Act, 50 U.S.C. The Agent has received, in each case addressed to the Agent and each Lender, a favorable written opinion dated the date of this Agreement, in form and substance satisfactory to the Agent: (i) from Vedder Price P.C., counsel to the Facility Parties; (ii) from in-house counsel to the Facility Parties; (iii) from special Delaware trust counsel to the Borrower and Wilmington Trust Company, as Delaware trustee for the Borrower; (iv) from counsel to the Collateral Agent; (v) from special STB counsel to the Borrower; and (vi) from special Canadian counsel to the Agent. Declare the unpaid principal of and any accrued interest in respect of all Loans and any and all other indebtedness or obligations of any and every kind owing by the Borrower to any of the Lenders hereunder to be due whereupon the same shall be immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower. (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. Request means a Request in substantially the form attached hereto as Exhibit A-1, with appropriate insertions, or with such other changes as may be reasonably agreed to by the Agent. 9 TO WAREHOUSE LOAN AGREEMENT, dated as of October 20, 2005 (this Amendment), is entered into by and among TRINITY INDUSTRIES LEASING COMPANY, a Delaware corporation (the Manager), TRINITY RAIL LEASING TRUST II, a Delaware statutory trust (the Borrower), the LENDERS party hereto, and CREDIT SUISSE, NEW The Borrower shall cause the Depositary to create the Collection Account, the Custody Account, the Depository Account, the Liquidity Reserve Account, the Maintenance Reserve Account, the Discretionary Account and the Modifications and Improvements Account, in each case in accordance with the terms of the Depository Agreement. The Facility Parties intend that the next such Agreed-Upon Procedures Audit will be completed on or before March 21, 2022, and on an annual basis thereafter. SECTION 9.02 Acceleration; Remedies. Collateral Deficiency means, as of any date of determination, the Dollar amount of the excess, if any, of (x) the aggregate outstanding principal amount of the Loans as of such date over (y) the Borrowing Base calculated as of such date. (d) No Collateral Deficiency. (b) Modifications and Improvements. Non-Severable Mixed Rider means a Mixed Rider that does not contain a Designated Severability Clause. (e) Loan Documents. L. 107-56 (signed into law October 26, 2001)), as amended and supplemented from time to time. SECTION 5.28 Beneficial Ownership. Dated as of March 23, 2005 . Notwithstanding any other provision of this Agreement, if any Lender shall request and receive a Note or Notes as provided in Section 11.06 or otherwise, then the Loans of such Lender shall be evidenced by a single Note substantially in the form of Exhibit B, and payable to the order of such Lender in an amount equal to the aggregate unpaid principal amount of such Lenders Loans. (vi) On the first Settlement Date to occur after receipt of the proceeds of any rescission pursuant to Section 4.11 of any Sale Agreement (or any time before such first Settlement Date, if elected by the Borrower), the proceeds of such rescission shall be applied first, to costs and expenses described in Section 4.11 of the applicable Sale Agreement, second, in the order of priority set forth in Section 2.07(c)(iii) such that and only to the extent that, after giving effect to such payment, no Collateral Deficiency exists and third the balance, if any, as directed by the Borrower. L. No. 739866994 17557858 60 Fifth Amended and Restated Warehouse Loan Agreement any person appointed by the Agent to replace the Manager pursuant to the Management Agreement) in connection with any Manager Event of Default or Event of Default and the exercise by the Agent and/or the Collateral Agent of any right or remedy hereunder and not previously reimbursed or paid by the Lenders; fourth, to reimburse the Lenders for any fees and expenses incurred by the Lenders as described in Section 11.04 and for any amounts paid by the Lenders to the Agent in compensation for fees and expenses incurred by the Agent as described in clause second or third of this Section 2.07(c)(iii); fifth, ratably (x) to the payment of accrued and unpaid interest (except for Aggregated Default Interest and accrued and unpaid interest thereon and interest based on the Step-Up Margin) on the Loans and (y) to the payment of Derivatives Obligations (other than for the payment of Derivatives Termination Values payable by the Borrower), if any, then due and payable; sixth, to the payment of all indemnities in respect of Taxes, Other Taxes, stamp Taxes, funding losses referred to in Section 3.04, increased costs referred to in Section 3.03, losses, costs and expenses referred to in Section 2.03(b) and other amounts, other than principal of or interest on the Loans, payable to any Protected Party in accordance with the Loan Documents; seventh, to the ratable payment of the unpaid principal amount of the Loans; eighth, to the Derivatives Creditors for the payment of Derivatives Termination Values payable by the Borrower; ninth, to the ratable payment of (x) any portion of accrued and unpaid interest on the Loans based on the Step-Up Margin and (y) the unpaid Aggregated Default Interest and any accrued and unpaid interest thereon; tenth, provided that no Manager Event of Default has occurred and is continuing and provided that the Manager is TILC or one of its Affiliates, the Managers Fee payable on such Settlement Date, together with the aggregate amount of any Managers Fees which were due and payable on any previous Settlement Date and remain unpaid; eleventh, (A) if (x) the Lessee has paid any Reimbursement Amount and (y) the Manager has provided the Agent with documentation that enables the Agent to verify the amounts distributable under this clause eleventh, to reimburse the Manager for such payment in an amount up to, but not exceeding, the Reimbursement Amount and (B) to reimburse the Manager for outstanding Manager Advances, together with accrued interest thereon; and twelfth, deposit to the Discretionary Account or, subject to Section 7.07, otherwise at the direction of the Borrower. Within the foregoing limits, the Borrower may borrow under this Section 2.01, repay, or, to the extent permitted by Section 2.07, prepay, Loans and reborrow under this Section 2.01. AMENDMENT NO. (i) Assignment of Leases and Permits. Indemnified Taxes has the meaning set forth in Section 3.01(a). The failure of any Lender to make a Loan required to be made by it as part of any Borrowing hereunder shall not relieve any other Committed Lender of its obligation, if any, hereunder to make any Loan on the Funding Date of such Borrowing, but, except as otherwise provided in Section 11.06(h), no Lender shall be responsible for the failure of any other Lender to make the Loan to be made by such other Lender on such Funding Date. 739866994 17557858 7 Fifth Amended and Restated Warehouse Loan Agreement (ii) in the case of clause (iii) of the definition of Benchmark Transition Event, the date of the public statement or publication of information referenced therein. Location of Company Inventory. WebDefine Indirect-Warehouse Loan Agreement. Excepted Payments means amounts payable to or for the benefit of the Borrower, the Manager, the Agent, the Collateral Agent or any Lender (or any similar party as defined and used in such Lease), including, without limitation, (i) proceeds of public liability insurance (or other liability insurance maintained by or on behalf of the Borrower for its own account) payable to or for the benefit of the Borrower or the Lessee (or governmental indemnities in lieu thereof) and (ii) any rights to enforce and collect the same, but excluding, for the avoidance of doubt, payments for the use of, the loss of use of, damage to, or compensation for any loss of acquisition of any Portfolio Railcar. (a) Voluntary Prepayments. WebSeventh Amendment to Amended and Restated Warehouse Loan Agreement, dated as of June 19, 2020, among ALC Warehouse Borrower, LLC, as Borrower, the Lenders from time to time party hereto, and Commonwealth Bank of Australia, New York Branch, as Agent from AIR LEASE CORP filed with the Securities and Exchange Commission. The entries made in the accounts maintained pursuant to subsections (a) and (b) of this Section 2.04 shall be conclusive evidence (absent manifest error) of the existence and amounts of the obligations therein recorded; provided, however, that the failure of any Lender or the Agent to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loans in accordance with their terms. No consent, approval, licenses, validation or authorization of, filing, recording or registration with, notice to, exemption by or other similar act by or in respect of, any Governmental Authority or any other Person (including, without limitation, any stockholder, certificateholder or creditor of any Facility Party or any of their respective Subsidiaries) is required to be obtained or made by or on behalf of any Facility Party in connection with the borrowings or other extensions of credit hereunder, the execution, delivery, performance, validity or enforceability by or against it of the Transaction Documents or the exercise of the rights and remedies of the Agent, the Collateral Agent or any other Protected Party pursuant to this Agreement or any other Loan Document, except for (i) consents, authorizations, notices and filings disclosed in Schedule 5.02, all of which have been obtained or made, (ii) filings to perfect and maintain the perfection of the Liens created by the Collateral Documents and (iii) consents, authorizations, notices and filings in connection with the disposal of Collateral required by laws affecting the offering and sale of securities. 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. WAREHOUSE LOAN AGREEMENT Any such Eligible Assignee shall, on or prior to the Revolving Termination Date in effect for the Lenders who have, or have been deemed to have, elected not to extend the Availability Period, execute and deliver to the Borrower, the Agent and each Lender an instrument, satisfactory to the Borrower, the Agent and the Lenders who have, or have been deemed to have, elected not to extend the Availability Period, setting forth the amount of such Eligible Assignees Commitment and containing its agreement to purchase the outstanding principal amount of any existing Loans with respect to such Lender, along with all accrued interest thereon (including all Aggregate Default Interest and all accrued interest thereon), and to perform all the obligations of, such Lender hereunder. 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 Borrower shall not be required to indemnify any Non-U.S. Lender or related Protected Party or to pay any additional amounts to any Non-U.S. Lender or related Protected Party, in respect of United States Federal withholding Tax pursuant to subsections (a) or (c) above (and such Tax shall not be considered an Indemnified Tax) to the extent that the obligation to withhold amounts with respect to United States Federal withholding Tax existed on the date such Non-U.S. Lender became a party to this Agreement (or, in the case of a participant, on the date such participant acquired its participation interest) or to the extent such obligation to withhold amounts with respect to United States federal withholding Tax arises after such date as a result of a change in residence, place of incorporation, principal place of business, or office or location in which Loans governed by this Agreement are booked or recorded by such Lender or Protected Party; provided, however, that this subsection (f) shall not apply (i) to any participant that becomes a participant as a result of an assignment, participation, transfer or designation made at the request of the Borrower or where a change of office or location in which Loans governed by this Agreement are booked or recorded is made at the request of the Borrower and (ii) to the extent the indemnity payment or additional amounts any participant would be entitled to receive (without regard to this subsection (f)) do not exceed the indemnity payment or additional amounts that the Person making the assignment, participation or transfer to such participant would have been entitled to receive in the absence of such assignment, participation, transfer or designation. (i) On each Settlement Date, an aggregate amount equal to the amount of all Cash Flow and other amounts on deposit in the Collection Account (as of the Calculation Date immediately preceding such Settlement Date in the case of any Settlement Date occurring prior to the Revolving Termination Date) and, at the Agents discretion (subject to Section 6.13(c)), the Liquidity Reserve Account shall be applied (and the Loans, together with other Obligations then due, shall be prepaid to the extent of cash available therefore) in accordance with the provisions of Section 2.07(c)(i), 2.07(c)(ii) or 2.07(c)(iii), as applicable. Any losses resulting from any Cash Equivalents shall be for the Borrowers account, and under no circumstances shall the Agent, the Collateral Agent or any Lender have any liability or responsibility therefor. 252.82(b) (ii) a covered bank as that term is defined in, and interpreted in accordance with, 12 C.F.R. At all times since the Closing Date: (i) The Borrower is operated as a separate legal entity from the Manager and its Affiliates and will observe all corporate formalities necessary to remain a legal entity separate and distinct from, and independent of the Manager and its Affiliates. WAREHOUSE LOAN (f) Recordations and Filings. SECTION 10.10 Request for Documents. Benchmark Replacement Adjustment means with respect to any replacement of LIBOR with an Unadjusted Benchmark Replacement for each applicable Interest Period, 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 Agent and the Borrower 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 LIBOR 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 LIBOR with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated syndicated credit facilities at such time. Anti-Corruption Laws means all laws, rules, regulations, as amended, applicable to the Facility Parties concerning or related to bribery or corruption, including the U.S. Foreign Corrupt Practices Act of 1977, the UK Bribery Act 2010, and all other applicable anti-bribery and corruption laws. 739866994 17557858 32 Fifth Amended and Restated Warehouse Loan Agreement Liquidity Reserve Account means the Liquidity Reserve Account established by the Depositary pursuant to the Depository Agreement. eLoanWarehouse is a lending platform that offers personal installment loans of up to $2500 with fast funding. The Borrower will not (i) change its fiscal year, (ii) except with the consent of the Agent and the Required Lenders, enter into any amendment, modification or waiver to its Organization Documents, (iii) except with the consent of the Agent, amend, modify, extend, renew, cancel or terminate the Asset Contribution and Purchase Agreement, any Bill of Sale, any other Sale Document, any Management Document, any Lease Document or any other Assigned Agreement (as defined in the Security Agreement), waive any default under or breach of any such agreement, compromise or settle any material dispute, claim, suit or legal proceeding relating to any such agreement, sell or assign any such agreement or interest therein, consent to or permit or accept any prepayment of amounts to become due under or in connection with any such agreement, except as expressly provided therein, or take any other action in connection with any such agreement which would impair the value of the interests or rights of the Borrower thereunder or which would impair the interests or rights of the Agent under this Agreement, except that, unless the Agent shall have notified the Borrower upon the occurrence of an Event of Default that this exception is no longer available or if the same would otherwise be adverse in any material respect to the interests of the Agent and the Lenders, the Borrower may (or may permit the Manager to) modify, make adjustments with respect to, extend or renew any Assigned Agreements in the ordinary course of business, and except that Sections 7.13 and 7.14 shall govern the right of the Borrower to waive or permit the waiver of a Lease Default or Lease Event of Default or (iv) enter into any amendment, modification or waiver to any Management Document or the Asset Contribution and Purchase Agreement, in each case as in effect on the Amendment Closing Date which is in any manner adverse to the interests of the Agent, the Collateral Agent or the Lenders. Chad.C.Cain@truist.com. To be eligible for an eLoanWarehouse personal installment loan, you must meet the following requirements: eLoanWarehouse offers personal installment loans of up to $2,500 to qualified borrowers. SECTION 2.07 Prepayments. To the extent that the Borrower makes a payment or payments to the Agent or the Collateral Agent (or to the Agent for the benefit of the Lenders or the Collateral Agent for the benefit of the Protected Parties), or the Agent or the Collateral Agent enforces any security interests or exercises its rights of set-off, and such payment or payments or the proceeds of such enforcement or set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be, 739866994 17557858 130 Fifth Amended and Restated Warehouse Loan Agreement repaid to a trustee, receiver or any other party under any bankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or set-off had not occurred. The specific loan conditions for eLoanWarehouse's personal installment loans can vary depending on the borrower's individual credit profile and financial needs. 1-44 (2006), the International Emergency Economic Powers Act, 50 U.S.C. 739866994 17557858 42 Fifth Amended and Restated Warehouse Loan Agreement STB means the United States Surface Transportation Board and its successors. For security purposes, and to ensure that the public service remains available to users, this government computer system employs programs to monitor network traffic to identify unauthorized attempts to upload or change information or to otherwise cause damage, including attempts to deny service to users. The Borrower shall pay promptly on demand, but in any event by the next Settlement Date following demand, (i) all reasonable filing fees and attorneys fees and expenses incurred by the Collateral Agent, the Agent and the Lenders and all reasonable fees and expenses of special STB or other collateral or regulatory counsel (and other local counsel reasonably engaged by the Collateral Agent or the Agent), as the case may be, in connection with the preparation and review. No Default, Manager Default, Manager Event of Default, Early Amortization Event, or Event of Default has occurred and is continuing. 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. Note: We do not offer technical support for developing or debugging scripted downloading processes. (xii) The Borrower has not induced third parties to rely on the creditworthiness of the Manager in order to have third parties enter into contracts with the Borrower. Ultimately, whether eLoanWarehouse is a good lender for a particular borrower will depend on their individual financial needs and circumstances. To be eligible for an eLoanWarehouse personal installment loan, applicants must provide verifiable evidence of direct deposit income into their checking account, verify they have an open checking account that meets the company's minimum duration requirements, be at least 18 years old, and a United States resident, meet the minimum income requirements, and not currently be a debtor in a bankruptcy case or intend to file for bankruptcy relief. You must be a United States resident and at least 18 years old. Depositarys Office means the Depositarys address as set forth and identified as such in Schedule 11.01, or such other address as the Depositary may from time to time notify to the Agent, the Borrower and the Lenders. Amended Loan Documents means this Agreement, the Management Agreement, the Security Agreement and the Asset Contribution and Purchase Agreement. WebTHIS SECOND AMENDMENT TO AMENDED AND RESTATED WAREHOUSE LOAN AGREEMENT, dated as of July 23, 2014 (this Amendment), is entered into by and among Replacement Railcar means (i) with respect to any Lease, a Railcar that qualifies under the terms of such Lease to replace a Railcar subject to such Lease and to thereby become a car as defined in such Lease and (ii) with respect to any Railcars not subject to a Lease, a Railcar or Railcars having (in the aggregate), in the reasonable judgment of the Agent, a Depreciated Purchase Price, age and utility at least equal to, and being in at least as good an operating and maintenance condition as, and having been maintained in a substantially similar or better manner as, the Railcar being replaced (assuming that such Railcar had been maintained in accordance with this Agreement). If a user or application submits more than 10 requests per second, further requests from the IP address(es) may be limited for a brief period. No failure or delay on the part of the Agent, Collateral Agent or any Lender in exercising any right, power or privilege hereunder or under any other Loan Document and no course of dealing between the Agent, Collateral Agent or any Lender and any of the Facility Parties shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or under any other Loan Document preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder or thereunder. Existing inventory, Loan and Security Agreement