Common use of Bank Partner Program Clause in Contracts

Bank Partner Program. So long as the Bank Partner Loan Program remains in effect (1) Bank Partner or FlexLending shall default in the performance of or compliance with any term or covenant contained in the Bank Partner Loan Program Agreement and such default shall not have been remedied or waived within thirty (30) days after the earlier of (i) an Authorized Officer of FlexLending becoming aware of such default, or (ii) receipt by FlexLending of written notice of such default; (2) the Bank Partner Loan Program Agreement shall be terminated or cease to be in full force or effect or shall cease to be the legal, valid, binding and enforceable obligation of each party thereto (in each case, unless terminated in accordance with Sections 10.1, 10.2(i) or 10.3 of the Bank Partner Loan Program Agreement) without the consent of the Administrative Agent; (3) the effectiveness, validity, binding nature or enforceability of the Bank Partner Loan Program Agreement shall be contested or (4) the occurrence of a Regulatory Trigger Event. THEN, upon the occurrence of any Event of Default, the Administrative Agent may, and shall, at the written request of the Requisite Lenders, take any of the following actions: (w) upon written notice to Company, terminate the Commitments, if any, of each Lender having such Commitments, (x) upon written notice to Company, declare the unpaid principal amount of and accrued interest on the Loans and all other Obligations immediately due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company; (y) direct the Administrative Agent to enforce any and all Liens and security interests created pursuant to the Collateral Documents and (z) take any and all other actions and exercise any and all other rights and remedies of the Administrative Agent under the Credit Documents; provided that upon the occurrence of any Event of Default described in Section 7.1(g) or 7.1(h), the unpaid principal amount of and accrued interest on the Loans and all other Obligations shall immediately become due and payable, and the Commitments shall automatically and immediately terminate, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company. In addition, pursuant to the Servicing Agreement, the Administrative Agent may terminate the Servicing Agreement and appoint a Successor Servicer upon the occurrence of a Servicer Default. Notwithstanding the foregoing or anything to the contrary contained herein, no Default or Event of Default shall be deemed to have occurred or declared as such if such Default or Event of Default would be based on the occurrence or the expectation of an occurrence of a Material Adverse Effect unless the act, omission, event or circumstance giving rise thereto would be expected to have a material adverse effect as determined by a reasonable person (as opposed to Administrative Agent in its sole and absolute discretion) on: (i) the business, operations, properties, assets, financial condition or results of operations of Parent, FlexLending, Bank Partner Seller and its subsidiaries, taken as a whole; (ii) the ability of Company to pay any Obligations or Company, FlexLending, Bank Partner or Seller to fully and timely perform, in any material respect, its obligations under any Credit Document; (iii) the legality, validity, binding effect, or enforceability against Company, FlexLending, Bank Partner or Seller of any Credit Document to which it is a party; (iv) the existence, perfection, priority or enforceability of any security interest in the Pledged Leases and Pledged Retail Loans; (v) the validity, collectability, or enforceability of the Pledged Leases and Pledged Retail Loans taken as a whole or in any material part, or (vi) the rights, remedies and benefits available to, or conferred upon, the Administrative Agent and any Lender or any Secured Party under any Credit Document.

Bank Partner Program. So long as the Bank Partner Loan Program remains in effect (1) Bank Partner or FlexLending shall default in the performance of or compliance with any term or covenant contained in the Bank Partner Loan Program Agreement or the Acknowledgement Agreement and such default shall not have been remedied or waived within thirty (30) days after the earlier of (i) an Authorized Officer of FlexLending becoming aware of such default, or (ii) receipt by FlexLending of written notice of such default; (2) the Bank Partner Loan Program Agreement or the Acknowledgement Agreement shall be terminated or cease to be in full force or effect or shall cease to be the legal, valid, binding and enforceable obligation of each party thereto (in each case, unless terminated in accordance with Sections 10.1, 10.2(i) or 10.3 of the Bank Partner Loan Program Agreement) without the consent of the Administrative Agent; (3) the effectiveness, validity, binding nature or enforceability of the Bank Partner Loan Program Agreement or the Acknowledgement Agreement shall be contested or (4) the occurrence of a Regulatory Trigger Event. THEN, upon the occurrence of any Event of Default, the Administrative Agent may, and shall, at the written request of the Requisite Lenders, take any of the following actions: (w) upon written notice to Company, terminate the Commitments, if any, of each Lender having such Commitments, (x) upon written notice to Company, declare the unpaid principal amount of and accrued interest on the Loans and all other Obligations immediately due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company; (y) direct the Administrative Agent to enforce any and all Liens and security interests created pursuant to the Collateral Documents and (z) take any and all other actions and exercise any and all other rights and remedies of the Administrative Agent under the Credit Documents; provided that upon the occurrence of any Event of Default described in Section 7.1(g) or 7.1(h), the unpaid principal amount of and accrued interest on the Loans and all other Obligations shall immediately become due and payable, and the Commitments shall automatically and immediately terminate, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by Company. In addition, pursuant to the Servicing Agreement, the Administrative Agent may terminate the Servicing Agreement and appoint a Successor Servicer upon the occurrence of a Servicer Default. Notwithstanding the foregoing or anything to the contrary contained herein, no Default or Event of Default shall be deemed to have occurred or declared as such if such Default or Event of Default would be based on the occurrence or the expectation of an occurrence of a Material Adverse Effect unless the act, omission, event or circumstance giving rise thereto would be expected to have a material adverse effect as determined by a reasonable person (as opposed to Administrative Agent in its sole and absolute discretion) on: (i) the business, operations, properties, assets, financial condition or results of operations of Parent, FlexLending, Bank Partner Seller and its subsidiaries, taken as a whole; (ii) the ability of Company to pay any Obligations or Company, FlexLending, Bank Partner or Seller to fully and timely perform, in any material respect, its obligations under any Credit Document; (iii) the legality, validity, binding effect, or enforceability against Company, FlexLending, Bank Partner or Seller of any Credit Document to which it is a party; (iv) the existence, perfection, priority or enforceability of any security interest in the Pledged Leases and Pledged Retail Loans; (v) the validity, collectability, or enforceability of the Pledged Leases and Pledged Retail Loans taken as a whole or in any material part, or (vi) the rights, remedies and benefits available to, or conferred upon, the Administrative Agent and any Lender or any Secured Party under any Credit Document.