Regulatory Trigger Event means (x) a “Level One Regulatory Trigger Event” which shall mean, the commencement by any Governmental Authority of any formal inquiry or investigation (which for the avoidance of doubt excludes any Routine Inquiry), legal action or proceeding, against (i) any of Borrower, Holdings, Servicer, any third party that has been engaged by Servicer as a sub-servicer or any of Borrower’s Affiliates challenging its authority to originate, hold, own, service, collect, pledge or enforce any Pledged Lease with respect to the residents of any state, or otherwise alleging any non-compliance by any of Borrower, Holdings, Servicer, any third party that has been engaged by Servicer as a sub-servicer or any of Borrower’s Affiliates with such state’s Applicable Laws related to originating, holding, collecting, pledging, servicing or enforcing such Pledged Leases or otherwise related to such Pledged Leases; (ii) any of Borrower, Holdings, Servicer, any third party that has been engaged by Servicer or as a sub-servicer or any of Borrower’s Affiliates, relating to the operation of its business; or (iii) the consumer leasing industry or consumer retail installment contract industry or any member of such industries, which the Agent, in its Permitted Discretion, believes would have a material adverse effect on either of such industries, as a whole, which inquiry, investigation, legal action or proceeding is not released or terminated in a manner acceptable to Agent in its Permitted Discretion within forty-five (45) calendar days of commencement thereof or (y) a “Level Two Regulatory Trigger Event” which shall mean the issuance or entering of any stay, order, judgment, cease and desist order, injunction, temporary restraining order, or other judicial or non-judicial sanction, order or ruling against any of Borrower, Holdings, Servicer, any third party that has been engaged by Servicer as a sub-servicer or any of Borrower’s Affiliates related in any way to the originating, holding, collecting, pledging, servicing or enforcing of any Pledged Leases or rendering the Purchase and Sale Agreement or Portfolio Documents unenforceable in such state; provided, that, in each case, upon the favorable resolution of such inquiry, investigation, action or proceeding as determined by Agent in its Permitted Discretion and confirmed by written notice from Agent (whether by judgment, withdrawal of such action or proceeding or settlement of such action or proceeding), such Regulatory Trigger Event f...
Regulatory Trigger Event means (a) the commencement by any Governmental Authority of any formal inquiry or investigation (which for the avoidance of doubt excludes any routine inquiry or investigation), legal action or proceeding, against any Credit Party, any third party then engaged by the Servicer as a sub-servicer, the applicable Bank Partner Originator or the Originator, challenging such Person’s authority to originate, hold, own, service, pledge or enforce any Receivable with respect to the residents of any jurisdiction, or otherwise alleging any noncompliance by any Credit Party, any third party then engaged by the Servicer as a sub-servicer, the applicable Bank Partner Originator or the Originator with such jurisdiction’s applicable laws related to originating, holding, pledging, servicing or enforcing such Receivable or otherwise related to such Receivable, which inquiry, investigation, legal action or proceeding (i) is not released or terminated in a manner acceptable to the Administrative Agent in its sole discretion within [***] calendar days of the earlier of any Credit Party’s knowledge or receipt of written notice thereof and (ii) could reasonably be expected to have a Material Adverse Effect, as determined by the Administrative Agent in its sole discretion, or (b) the issuance or entering of any stay, order, judgment, cease and desist order, injunction, temporary restraining order, or other judicial or non-judicial sanction, order or ruling against any Credit Party, any third party then engaged by the Servicer as a sub-servicer, the applicable Bank Partner Originator or the Originator related in any way to the originating, holding, pledging, servicing or enforcing of any Receivable or rendering the Purchase Agreement or a Bank Partner Sale Agreement unenforceable in such jurisdiction, the effect of which could reasonably be expected to have a Material Adverse Effect, as determined by the Administrative Agent in its sole discretion; provided, that, in each case, upon the favorable resolution of such inquiry, investigation, action or proceeding (whether by judgment, withdrawal of such action or proceeding or settlement of such action or proceeding), as determined by the Administrative Agent in its sole discretion and confirmed by written notice from the Administrative Agent, such Regulatory Trigger Event for such jurisdiction shall cease to exist immediately upon such determination by the Administrative Agent. It is understood and agreed that the jurisdiction of a Re...
Regulatory Trigger Event means each of the following: (x) the implementation or adoption of, or any change in, any applicable law or regulation, or any interpretation, action or response of a regulatory authority;(y) the promulgation of, or any interpretation by any court, tribunal, government or regulatory authority (each, a "Relevant Authority") of, any relevant law or regulation; or (z) a public or private statement or action by, or response of, any Relevant Authority (or any official or representative of any Relevant Authority acting in an official capacity), in each case at any time after the Trade Date."
Examples of Regulatory Trigger Event in a sentence
No Regulatory Notice Event or Regulatory Trigger Event shall have occurred and be continuing and to the knowledge of any senior officer of a Loan Party, no legal action or proceeding shall be pending against another business of a type substantially similar to the Business Operations of the Loan Parties which, if then applicable to the Loan Parties or their Subsidiaries, would be a Regulatory Trigger Event.
No Event of Default, Regulatory Trigger Event or any event which after any applicable grace period will become an Event of Default or Regulatory Trigger Event, as applicable, is or shall be subsisting in relation to any Variable Funding Note and no event has occurred which would constitute an Event of Default or a Regulatory Trigger Event or any event which after any applicable grace period would become an Event of Default or Regulatory Trigger Event, as applicable.
Any such increase to the Maximum Committed Amount will be made at the sole and absolute discretion of the Lenders and the Administrative Agent subject to, among other things, payment by the Borrower of the Increase Payment and no Event of Default, no Borrowing Base Deficiency, no Regulatory Trigger Event and no Tier 1 Collateral Performance Trigger or Tier 2 Collateral Performance Trigger existing under the Facility.
Save to the extent previously disclosed to the Lenders in writing, no event has occurred and is continuing and no condition exists, that constitutes or may reasonably be expected to constitute a Collateral Trigger Event, a Level 1 Regulatory Trigger Event, an Amortization Event or an Event of Default.
In addition, the Borrower shall be permitted in accordance with Section 2 to use Collections to acquire additional Eligible Receivables if none of the following shall occur before or after giving effect to any such acquisition: (i) a Regulatory Trigger Event, Default or Event of Default and (ii) any event which could reasonably be expected to have a Material Adverse Change on the business and operations of the Guarantors (the “Reinvestment Criteria”).
More Definitions of Regulatory Trigger Event
Regulatory Trigger Event means (a) any (i) change in Applicable Law or (ii) judicial decision against any Loan Party or any of their respective Subsidiaries or Affiliates, in each case, at the federal level or in any state in which the Loan Parties, any of their respective Subsidiaries or their respective Affiliates operate a material portion of the Business Operations, in each case with respect to the preceding clauses (i) and (ii), that would prohibit or make it illegal for the Loan Parties, any of their Subsidiaries or any of their Affiliates to continue to underwrite, purchase, service, collect or administer a material portion of the Receivables, or to operate any other material aspect of their business, (b) any legal action or proceeding pending or threatened against any Loan Party or any of their respective Subsidiaries or Affiliates by a Governmental Authority, at the federal level or in any state in which the Loan Parties, any of their respective Subsidiaries or their respective Affiliates operate a material portion of the Business Operations, in each case, that would prohibit or make it illegal for the Loan Parties, any of their Subsidiaries or any of their Affiliates to continue to underwrite, purchase, service, collect or administer a material portion of the Receivables, or to operate any other material aspect of the Business Operations, (c) the issuance or entering of any permanent stay, order, judgment, ruling, cease and desist order, permanent injunction, adverse licensing restriction or modification or other judicial or non-judicial sanction, order or ruling against any Loan Party, any of their Subsidiaries or any of their respective Affiliates (i) related in any way to the underwriting, purchasing, holding, pledging, collecting, servicing, administering, disclosures, sale or enforcing of any material portion of the Receivables, as the case may be or the operation of any other material aspect of the Loan Parties’ Business Operations, or (ii) rendering a material portion of the Receivables unenforceable, or (d) any change in Applicable Law, or the entry of court order, decision or ruling against any Person, at the federal or state level, that (i) has or causes, or would have or would cause, a material and adverse change or effect on the operations of the business of the Loan Parties taken as a whole or (ii) that would reasonably be expected to cause a breach of any of the financial covenants set forth in Section 6.18 or an Event of Default triggered Sections 9.01(s) ...
Regulatory Trigger Event means, for so long as the Subordinated Debt is outstanding the good faith determination by the Recipient that as a result of (i) any amendment to, or change in, the laws, rules or regulations of the United States (including, for the avoidance of doubt, any agency or instrumentality of the United States, including the Appropriate Federal Banking Agency) or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of the Subordinated Debt, or (ii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws, rules or regulations or policies with respect thereto that is announced after the initial issuance of Subordinated Debt, there is more than an insubstantial risk that the Recipient will not be entitled to treat the Subordinated Debt then outstanding as “Tier 2 capital” (or its equivalent) for purposes of the capital adequacy rules or regulations of the Appropriate Federal Banking Agency as then in effect and applicable, to at least the same extent as on the Signing Date.
Regulatory Trigger Event means a Level 1 Regulatory Trigger Event, a Level 2 Regulatory Trigger Event or a Level 3 Regulatory Trigger Event.
Regulatory Trigger Event means each of the following:
Regulatory Trigger Event means (a)(i) the adoption or taking effect of any law, rule, regulation or treaty, (ii) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (iii) the making or issuance of any rule, guideline or directive (whether or not having the force of law) by any Governmental Authority, (b) the commencement of or adverse development in any investigation or regulatory action by any applicable Governmental Authority against the Bank Partner, FlexLending, the Servicer, the Subservicer, the SST Subservicer, the Intermediate Seller, the Company or any of their respective subsidiaries or (c) the commencement of or adverse development or in any legal action or proceeding to which Bank Partner, FlexLending, the Servicer, the Subservicer, the SST Subservicer, the Intermediate Seller, the Company or any of their respective subsidiaries is a party, that, in the case of any of the foregoing clauses (a), (b) and (c): (i) challenges the authority of Bank Partner, FlexLending, the Servicer, the Subservicer, the SST Subservicer, the Company or any of their respective Subsidiaries, to originate, hold, own, service, collect, pledge or enforce, as applicable, Retail Loans or to perform their obligations under any Credit Document, (ii) alleges actionable non-compliance by Bank Partner, FlexLending, the Servicer, the Subservicer, the SST Subservicer, the Company or any of their respective Subsidiaries, with any applicable Requirements of Law related to originating, holding, collecting, pledging, servicing or enforcing Retail Loans (taken as a whole), as applicable, (iii) is related to the Retail Loans or the Bank Partner Program and could reasonably be expected to have a Material Adverse Effect, or (iv) is related to the bank-partner loan origination market generally, that the Administrative Agent, in its reasonable discretion, believes could have a Material Adverse Effect on such market as a whole. For the avoidance of doubt, a "Regulatory Trigger Event" excludes any routine regulatory or supervisory examination, report, or request, any information gathering exercise or study, or any inquiry or investigation that does not specifically target or make allegations of wrongdoing against Bank Partner, FlexLending, the Servicer, the Subservicer, the SST Subservicer, the Intermediate Seller, the Company or any of their respective subsidiaries.
Regulatory Trigger Event means the occurrence of any inquiry (other than any Routine Inquiry) or investigation by a Governmental Authority against Holdings, the Company or any of their Affiliates challenging its authority to originate, hold, own, service, collect or enforce any Receivables, or otherwise alleging any material non-compliance by Holdings, the Company or any of their Affiliates with any applicable law related to originating, holding, collecting, servicing or enforcing such Receivables that (i) is reasonably likely to have a Material Adverse Effect or (ii) is reasonably likely to render any material portion of the Collateral invalid, unenforceable or uncollectible.
Regulatory Trigger Event means each of the following: (x) the implementation or adoption of, or any change in, any applicable law or regulation, or any interpretation, action or response of a regulatory authority; (y) the promulgation of, or any interpretation by any court, tribunal, government or regulatory authority with a competent jurisdiction (each, a "Relevant Authority") of, any relevant law or regulation; or (z) a public or private statement or action by, or response of, any Relevant Authority (or any official or representative of any Relevant Authority acting in an official capacity), in each case at any time after the Trade Date. The German Recovery and Resolution Act (Sanierungs- und Abwicklungsgesetz, “SAG”) and any measure taken thereunder by any responsible authority is not a Regulatory Trigger Event. Further, any events described under items (x), (y) or (z) in the definition of Regulatory Trigger Event shall not trigger a Regulatory Trigger Event if such event relates to the SAG.". (4) Condition 8.5 (Redemption for taxation and other reasons) shall be amended by: