Regulatory Trigger Event definition

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:

Regulatory Trigger Event means (a) any change in law or regulations after the Closing Date, (b) the commencement of or adverse development, after the Closing Date, in any formal inquiry, investigation or regulatory action by any applicable Governmental Authority (other than a routine inquiry, made via a form letter or otherwise, that does not contain any specific allegations or violations, including, without limitation, in connection with the routine transmittal of a consumer complaint, and notice regarding or commencement of any routine examination or similar supervisory activity directed to or involving the Borrower or any other LC Group Member by any Governmental Authority, including, but not limited to, correspondence or communications in connection therewith), or (c) the commencement of or adverse development, after the Closing Date, in any legal action or proceeding, that, in the case of any of the foregoing clauses (a), (b) and (c): (i) challenges the authority of the Borrower, the Seller, the Servicer or any of their respective Subsidiaries, or any counterparty to any contract with any of the foregoing, to originate, hold, own, service, collect, pledge or enforce Receivables or to perform their obligations under any Transaction Document, (ii) alleges actionable non-compliance by the Borrower, the Seller, the Servicer or any of their respective Subsidiaries or any counterparties to contracts with any of the foregoing, with any applicable Requirements of Law related to originating, holding, collecting, pledging, servicing or enforcing Receivables, (iii) is related to Receivables generally or the LendingClub platform in a materially adverse manner, or (iv) is related to the operation of the business of the Borrower, the Seller, the Servicer or any other LC Group Member or the on-line consumer lending industry generally, or any member of the on-line consumer lending industry, that the Administrative Agent, in its reasonable discretion, believes could have a material adverse effect on such industry as a whole, specifically including the Seller as part of such industry in light of any material variation in business practices as between the Seller and other members of such industry; provided, that none of the foregoing shall constitute a “Regulatory Trigger Event” if all of the following apply: (A) it does not directly involve the Seller, Servicer, Borrower or any Purchased Receivables, (B) it involves methods, practices, actions, inactions, conditions, events and/or circumstance...

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, 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 (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 a ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Event, a Level 2 Regulatory Trigger Event or a ▇▇▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Event.

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,