Common use of Organizational Agreements and Credit Documents Clause in Contracts

Organizational Agreements and Credit Documents. Except as otherwise expressly permitted by other provisions of this Agreement or any other Credit Document, Company shall not (a) enter into any contract with any Person other than the Credit Documents, any Related Agreement to which it is a party, and an agreement related to the appointment of the Independent Manager and process agent, in each case, as of the Original Closing Date or any agreement entered into in connection with a Permitted Asset Sale; (b) amend, restate, supplement or modify, or permit any amendment, restatement, supplement or modification to, its Organizational Documents, without obtaining the prior written consent of the Requisite Lenders to such amendment, restatement, supplement or modification, as the case may be; (c) agree to any termination, amendment, restatement, supplement or other modification to, or waiver of, or permit any termination, amendment, restatement, supplement or other modification to, or waivers of, any of the provisions of any Credit Document without the prior written consent of the Requisite Lenders. Company shall not agree to, and shall cause Holdings not to, amend, restate, supplement or modify in any material respect any Receivables Program Agreement without providing prior written notice thereof to the Administrative Agent, each Lender and obtaining the consent thereto of the Requisite Lenders; provided, however that the Requisite Lenders shall be deemed to have consented to any such amendment, restatement, supplement or modification if the Requisite Lenders do not object to such proposed amendment, restatement, supplement or modification in writing to Company within seven (7) Business Days of the Administrative Agent’s receipt of written notice of such proposed amendment, restatement, supplement or modification.

Organizational Agreements and Credit Documents. Except as otherwise expressly permitted by other provisions of this Agreement or any other Credit Document, Company shall not (a) enter into any contract with any Person other than the Credit Documents, any Related Agreement to which it is a party, and an agreement related to the appointment of the Independent Manager and process agent, in each case, as of the Original Closing Date or any agreement entered into in connection with a Permitted Asset Sale; (b) amend, restate, supplement or modify, or permit any amendment, restatement, supplement or modification to, its Organizational Documents, without obtaining the prior written consent of the Requisite Lenders to such amendment, restatement, supplement or modification, as the case may be; (c) agree to any termination, amendment, restatement, supplement or other modification to, or waiver of, or permit any termination, amendment, restatement, supplement or other modification to, or waivers of, any of the provisions of any Credit Document without the prior written consent of the Requisite Lenders. Company shall not agree to, and shall cause Holdings not to, amend, restate, supplement or modify in any material respect any Receivables Program Agreement without providing prior written notice thereof to the Administrative Agent, each Class A Managing Agent and each Class B Lender and obtaining the consent thereto of the Requisite Lenders; provided, however that the Requisite Lenders shall be deemed to have consented to any such amendment, restatement, supplement or modification if the Requisite Lenders do not object to such proposed amendment, restatement, supplement or modification in writing to Company within seven (7) Business Days of the Administrative Agent’s receipt of written notice of such proposed amendment, restatement, supplement or modification.

Organizational Agreements and Credit Documents. Except as otherwise expressly permitted by other provisions of this Agreement or any other Credit Document, Company shall not (a) enter into any contract with any Person other than the Credit Documents, any Related Agreement to which it is a party, and an agreement related to the appointment of the Independent Manager and process agent, in each case, as of the Original Closing Date or any agreement entered into in connection with a Permitted Asset Sale; (b) amend, restate, supplement or modify, or permit any amendment, restatement, supplement or modification to, its Organizational Documents, without obtaining the prior written consent of the Requisite Lenders to such amendment, restatement, supplement or modification, as the case may be; (c) agree to any termination, amendment, restatement, supplement or other modification to, or waiver of, or permit any termination, amendment, restatement, supplement or other modification to, or waivers of, any of the provisions of any Credit Document without the prior written consent of the Requisite Lenders. Company shall not agree to, and shall cause Holdings not to, amend, restate, supplement or modify in any material respect any Receivables Program Agreement without providing prior written notice thereof to the Administrative Agent, each Lender Class A Managing Agent and the Class B Agent and obtaining the consent thereto of the Requisite Lenders; provided, however that the Requisite Lenders shall be deemed to have consented to any such amendment, restatement, supplement or modification if the Requisite Lenders do not object to such proposed amendment, restatement, supplement or modification in writing to Company within seven (7) Business Days of the Administrative Agent’s receipt of written notice of such proposed amendment, restatement, supplement or modification.

Organizational Agreements and Credit Documents. (a) Except as otherwise expressly permitted by other provisions of this Agreement or any other Credit Document, Company shall not (a) enter into any contract with any Person other than the Credit Documents, any Related Agreement Documents to which it is a party, the Asset Sale Agreement, the Asset Loan Purchase Agreement, any Related Agreement, and an agreement related to the appointment of the Independent Manager and process agent, in each case, as of the Original Closing Date or any agreement entered into in connection with a Permitted Asset SaleDate; (b) amend, restate, supplement or modify, or permit any amendment, restatement, supplement or modification to, its Organizational Documents, without obtaining the prior written consent of the Requisite Lenders to such amendment, restatement, supplement or modification, as the case may be; (c) agree to any termination, amendment, restatement, supplement or other modification to, or waiver of, or permit any termination, amendment, restatement, supplement or other modification to, or waivers of, any of the provisions of any Credit Document (except in accordance with Section 6.12 hereof) without the prior written consent of the Requisite Lenders. . (b) The Company shall not agree topermit the Servicer to take, and the Company shall cause Holdings not totake, amend, restate, supplement any action to remove or modify in any material respect any Receivables Program replace the Subservicer when permitted under the Delegation of Servicing Agreement without providing the prior written notice thereof to consent of the Administrative Agent, each Lender unless replaced with Systems & Services, Technologies, Inc. or Flexshopper, LLC ( or any of its Subsidiaries) to the extent Flexshopper (or any of its Subsidiaries) has all appropriate licenses, consents and obtaining authorizations to so service. The Company shall not permit the Subservicer to take, and the Subservicer shall not take, any action to remove or replace the SST Subservicer when permitted under the SST Subservicing Agreement without the prior written consent thereto of the Requisite Lenders; provided, however that the Requisite Lenders shall be deemed to have consented to any such amendment, restatement, supplement or modification if the Requisite Lenders do not object to such proposed amendment, restatement, supplement or modification in writing to Company within seven (7) Business Days of the Administrative Agent’s , unless replaced with Flexshopper, LLC (or any of its Subsidiaries) to the extent Flexshopper (or any of its Subsidiaries) has all appropriate licenses, consents and authorizations to so service. Upon the occurrence of a default related to servicing under the Bank Partner Loan Program Agreement or a default under the Delegation of Servicing Agreement or an Event of Termination (as defined in the SST Subservicing Agreement) under the SST Subservicing Agreement and a request by the Administrative Agent to the Company for replacement of the Subservicer or the SST Subservicer, as applicable, the Company shall cause the Servicer or the Subservicer, as applicable, to, and the Company shall, select a successor to the Subservicer or SST Subservicer (with the written approval of the Administrative Agent) within 10 days following their receipt of written notice of such proposed amendment, restatement, supplement request and shall replace the Subservicer or modificationSST Subservicer with such selected successor within 30 days after such selection.

Organizational Agreements and Credit Documents. Except as otherwise expressly permitted by other provisions of this Agreement or any other Credit Document, Company shall not (a) enter into any contract with any Person other than the Credit Documents, any Related Agreement to which it is a party, and an agreement related to the appointment of the Independent Manager and process agent, in each case, as of the Original Closing Date or any agreement entered into in connection with a Permitted Asset Sale; (b) amend, restate, supplement or modify, or permit any amendment, restatement, supplement or modification to, its Organizational Documents, without obtaining the prior written consent of the Requisite Lenders to such amendment, restatement, supplement or modification, as the case may be; (c) agree to any termination, amendment, restatement, supplement or other modification to, or waiver of, or permit any termination, amendment, restatement, supplement or other modification to, or waivers of, any of the provisions of any Credit Document without the prior written consent of the Requisite Lenders. Company shall not agree to, and shall cause Holdings not to, amend, restate, supplement or modify in any material respect any Receivables Program Agreement without providing prior written notice thereof to the Administrative Agent, each Lender and obtaining the consent thereto of the Requisite Lenders; provided, however that the Requisite Lenders shall be deemed to have consented to any such amendment, restatement, supplement or modification if the Requisite Lenders do not object to such proposed amendment, restatement, supplement or modification in writing to Company within seven (7) Business Days of the Administrative Agent’s receipt of written notice of such proposed amendment, restatement, supplement or modification...

Organizational Agreements and Credit Documents. Except as otherwise expressly permitted by other provisions of this Agreement or any other Credit Document, Company shall not (a) enter into any contract with any Person other than the Credit Documents, any Related Agreement to which it is a party, and an agreement related to the appointment of the Independent Manager and process agent, in each case, as of the Original Closing Date or any agreement entered into in connection with a Permitted Asset Sale; (b) amend, restate, supplement or modify, or permit any amendment, restatement, supplement or modification to, its Organizational Documents, without obtaining the prior written consent of the Requisite Lenders to such amendment, restatement, supplement or modification, as the case may be; (c) agree to any termination, amendment, restatement, supplement or other modification to, or waiver of, or permit any termination, amendment, restatement, supplement or other modification to, or waivers of, any of the provisions of any Credit Document without the prior written consent of the Requisite Lenders. Company shall not agree to, and shall cause Holdings not to, amend, restate, supplement or modify in any material respect any Receivables Program Agreement without providing prior written notice thereof to the Administrative Agent, each Class A Managing Agent and each Class B Revolving Lender and obtaining the consent thereto of the Requisite Lenders; provided, however that the Requisite Lenders shall be deemed to have consented to any such amendment, restatement, supplement or modification if the Requisite Lenders do not object to such proposed amendment, restatement, supplement or modification in writing to Company within seven (7) Business Days of the Administrative Agent’s receipt of written notice of such proposed amendment, restatement, supplement or modification.

Organizational Agreements and Credit Documents. Except as otherwise expressly permitted by other provisions of this Agreement or any other Credit Document, Company shall not (a) enter into any contract with any Person other than the Credit Documents, any Related Agreement to which it is a party, and an agreement related to the appointment of the Independent Manager and process agent, in each case, as of the Original Closing Date or any agreement entered into in connection with a Permitted Asset Sale; (b) amend, restate, supplement or modify, or permit any EAST\142259790.4 84 amendment, restatement, supplement or modification to, its Organizational Documents, without obtaining the prior written consent of the Requisite Lenders to such amendment, restatement, supplement or modification, as the case may be; (c) agree to any termination, amendment, restatement, supplement or other modification to, or waiver of, or permit any termination, amendment, restatement, supplement or other modification to, or waivers of, any of the provisions of any Credit Document without the prior written consent of the Requisite Lenders. Company shall not agree to, and shall cause Holdings not to, amend, restate, supplement or modify in any material respect any Receivables Program Agreement without providing prior written notice thereof to the Administrative Agent, each Lender and obtaining the consent thereto of the Requisite Lenders; provided, however that the Requisite Lenders shall be deemed to have consented to any such amendment, restatement, supplement or modification if the Requisite Lenders do not object to such proposed amendment, restatement, supplement or modification in writing to Company within seven (7) Business Days of the Administrative Agent’s receipt of written notice of such proposed amendment, restatement, supplement or modification...

Organizational Agreements and Credit Documents. Except as otherwise expressly permitted by other provisions of this Agreement or any other Credit Document, Company shall not : (a) the Borrower shall not enter into any contract with any Person other than the Credit Documents, any Related Agreement to which it is a party, and an agreement related to the appointment of the Independent Manager and process agent, in each case, party as of the Original Closing Date Date, and any contracts associated with any Securitization Transaction or any agreement entered into in connection with a Permitted Asset SaleSecondary Transfer Transaction; (b) the Servicer shall not enter into any shareholder agreement, securityholder agreement or any other agreement with its securityholder’s that includes (but is not limited to) the ownership, rights and obligations relating to the securities of the Servicer without first consulting with the Class B Agent; (c) neither the Servicer nor the Borrower shall amend, restate, supplement or modify, or permit any amendment, restatement, supplement or modification to, its Organizational DocumentsDocuments or its shareholder agreement, without obtaining the prior written consent of the Requisite Lenders and first consulting with the Class B Agent to such amendment, restatement, supplement or modification, as the case may bebe provided that in the event that any proposed amendment, restatement, supplement or modification adversely affects the warrants or the common shares of the Servicer, as determined by the Class B Agent acting reasonably, the prior written consent of the Class B Agent must be obtained; and (cd) neither the Servicer nor the Borrower agree to any termination, amendment, restatement, supplement or other modification to, or waiver of, or permit any termination, amendment, restatement, supplement or other modification to, or waivers of, any of the provisions of any Credit Document without the prior written consent of the Requisite Lenders. Company shall not agree toLenders and the Class B Agent; provided however, and shall cause Holdings not tosuch Credit Documents shall, amend, restate, supplement or modify in any material respect any Receivables Program Agreement without providing prior written notice thereof to the Administrative Agentextent required, each Lender and obtaining the consent thereto of the Requisite Lenders; provided, however that the Requisite Lenders shall be deemed amended to have consented to accommodate any such amendment, restatement, supplement Securitization Transaction or modification if the Requisite Lenders do not object to such proposed amendment, restatement, supplement or modification in writing to Company within seven (7) Business Days of the Administrative Agent’s receipt of written notice of such proposed amendment, restatement, supplement or modificationany Secondary Transfer Transaction.