BY THE ADMINISTRATIVE AGENT
84
SECTION 12.5
NOTICE OF DEFAULT
84
SECTION 12.6
NON-RELIANCE ON THE ADMINISTRATIVE AGENT AND
OTHER LENDERS
84
SECTION 12.7
INDEMNIFICATION
85
SECTION 12.8
THE ADMINISTRATIVE AGENT IN ITS INDIVIDUAL
CAPACITY
85
SECTION 12.9
SUCCESSOR ADMINISTRATIVE AGENT
86
ARTICLE XIII MISCELLANEOUS
86
SECTION 13.1 AMENDMENTS, ETC.
86
SECTION 13.2 NOTICES, ETC
87
SECTION 13.3
NO WAIVER; REMEDIES
87
ii
SECTION 13.4
BINDING EFFECT; ASSIGNABILITY; TERM
87
SECTION 13.5
GOVERNING LAW; JURY TRIAL
89
SECTION 13.6
EXECUTION IN COUNTERPARTS
89
SECTION 13.7
SUBMISSION TO JURISDICTION
89
SECTION 13.8
COSTS AND EXPENSES
89
SECTION 13.9
SEVERABILITY OF PROVISIONS
90
SECTION 13.10
ENTIRE AGREEMENT
90
SECTION 13.11
CONFLICTS
90
SECTION 13.12
CONFIDENTIALITY
90
SECTION 13.13
LIMITATION ON LIABILITY
91
SECTION 13.14
RELATIONSHIP OF PARTIES
91
SECTION 13.15
ACKNOWLEDGMENT
92
SECTION 13.16
RELEASE
92
SCHEDULES
SCHEDULE 2.1(a)
Lenders' Commitments
SCHEDULE 7.1(a)(i)
Collateral Assignment Exception Policy
SCHEDULE 7.1(f)
Policy Delivery Exception Policies
SCHEDULE 8.1(i)
Attempted Rescission Exercise Policies
SCHEDULE 8.1(m)
Proceedings
SCHEDULE 8.1(q)
Material Adverse Changes
SCHEDULE 8.1(s)
Account Information
SCHEDULE 8.1(u)
Unmatured Events of Default and Events of Default
SCHEDULE 8.1(w)
Retained Death Benefit Policies
SCHEDULE 8.3(i)
Imperial Finance Information Request
SCHEDULE 8.3(l)
Imperial Finance Material Adverse Changes
SCHEDULE 13.2
Notice Addresses
ELIGIBILITY CRITERIA
Eligibility Criteria Clause (a) Policy Exceptions
CLAUSE (a) SCHEDULE
ELIGIBILITY CRITERIA
Eligibility Criteria Clause (c) Policy Exceptions
CLAUSE (c) SCHEDULE
ELIGIBILITY CRITERIA
Eligibility Criteria Clause (d) Policy Exceptions
CLAUSE (d) SCHEDULE
ELIGIBILITY CRITERIA
Eligibility Criteria Clause (f) Policy Exceptions
CLAUSE (f) SCHEDULE
ELIGIBILITY CRITERIA
Eligibility Criteria Clause (g) Policy Exceptions
CLAUSE (g) SCHEDULE
ELIGIBILITY CRITERIA
Eligibility Criteria Clause (h) Policy Exceptions
CLAUSE (h) SCHEDULE
ELIGIBILITY CRITERIA
Eligibility Criteria Clause (i) Policy Exceptions
CLAUSE (i) SCHEDULE
ELIGIBILITY CRITERIA
Eligibility Criteria Clause (l) Policy Exceptions
iii
CLAUSE (l) SCHEDULE
ELIGIBILITY CRITERIA
Eligibility Criteria Clause (m) Policy Exceptions
CLAUSE (m) SCHEDULE
INITIAL ADVANCE
AIG Subrogated Policies
LEXINGTON SCHEDULE
EXHIBITS
EXHIBIT A
Form of Borrowing Request
EXHIBIT B
Form of Lender Note
EXHIBIT C
Form of Assignment and Assumption Agreement
EXHIBIT D
Form of Calculation Date Report
EXHIBIT E
Form of Annual Budget
EXHIBIT F
Form of Borrowing Base Certificate
EXHIBIT G
Form of Section 2.7(b) Notice
ANNEXES
ANNEX I
List of Defined Terms
iv
THIS SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this "Loan
Agreement") is made and entered into as of January 31, 2017, among WHITE EAGLE
ASSET PORTFOLIO, LP, a Delaware limited partnership (the "Borrower"), IMPERIAL
FINANCE & TRADING, LLC, a Florida limited liability company, as Initial Servicer
(in such capacity, the "Initial Servicer"), as Initial Portfolio Manager (in
such capacity, the "Initial Portfolio Manager") and as Guarantor (in such
capacity, the "Guarantor"), LAMINGTON ROAD BERMUDA LTD., a Bermuda company, as
Portfolio Manager (in such capacity, the "Portfolio Manager"), LNV Corporation,
a Nevada corporation, as initial lender (the "Initial Lender"), the financial
institutions party hereto as Lenders (together with the Initial Lender, the
"Lenders"), and CLMG Corp., a Texas corporation, as the administrative agent for
the Lenders (in such capacity, the "Administrative Agent").