Common use of Receivable Forms Clause in Contracts

Receivable Forms. Company shall not acquire Receivables which are not on the form of applicable Receivable Agreement attached to the Undertakings Agreement (or any successor form approved after the Amendment Effective Date in accordance with this Section 6.18). Company shall provide, or cause Holdings to provide, prior written notice to Administrative Agent, each Class A Managing Agent and the Class B Agent of any proposed change or variation to the form of any Receivable Agreement, including a reasonably detailed description of the proposed change or variation (a “Notice of Amendment”). The Administrative Agent shall, within five (5) Business Days of Administrative Agent’s receipt of a Notice of Amendment, notify Company if the Administrative Agent, in its Permitted Discretion, has determined that such proposed change or variation is material (a “Material Change Notice”), and upon receipt of such Material Change Notice, Company shall not, and shall cause Holdings not to, make any change or variation set forth in the Notice of Amendment without the prior written consent of the Requisite Lenders, unless such change or variation is required by any Requirement of Law. The Requisite Lenders may reasonably withhold such consent until they have received a satisfactory opinion of Company's counsel regarding compliance of such revised form with any Requirement of Law reasonably expected to be applicable thereto. If, within five (5) Business Days of Administrative Agent’s receipt of a Notice of Amendment, the Administrative Agent has not provided a Material Change Notice to Company or Holdings, Company or Holdings may make the change or variation to the applicable form of Receivable Agreement proposed in such Notice of Amendment.

Receivable Forms. Company shall not acquire Receivables which are not on the form of applicable Receivable Agreement attached to the Undertakings Agreement (or any successor form approved after the Amendment Effective Date in accordance with this Section 6.18). Company shall provide, or cause Holdings to provide, prior written notice to Administrative Agent, each Class A Managing Agent and the Class B Agent of any proposed change or variation to the form of any Receivable Agreement, including a reasonably detailed description of the proposed change or variation (a “Notice of Amendment”). The Administrative Agent shall, within five (5) Business Days of Administrative Agent’s receipt of a Notice of Amendment, notify Company if the Administrative Agent, in its Permitted Discretion, has determined that such proposed change or variation is material (a “Material Change Notice”), and upon receipt of such Material Change Notice, Company shall not, and shall cause Holdings not to, make any change or variation set forth in the Notice of Amendment without the prior written consent of the Requisite Lenders, unless such change or variation is required by any Requirement of Law. The Requisite Lenders may reasonably withhold such consent until they have received a satisfactory opinion of Company's ’s counsel regarding compliance of such revised form with any Requirement of Law reasonably expected to be applicable thereto. If, within five (5) Business Days of Administrative Agent’s receipt of a Notice of Amendment, the Administrative Agent has not provided a Material Change Notice to Company or Holdings, Company or Holdings may make the change or variation to the applicable form of Receivable Agreement proposed in such Notice of Amendment.

Receivable Forms. Company shall not acquire Receivables which are not on the form of applicable Receivable Agreement attached to the Undertakings Agreement (or any successor form approved after the Amendment Effective Date in accordance with this Section 6.18). Company shall provide, or cause Holdings to provide, prior written notice to Administrative Agent, each Class A Managing Agent and the each Class B Agent Lender of any proposed change or variation to the form of any Receivable Agreement, including a reasonably detailed description of the proposed change or variation (a “Notice of Amendment”). The Administrative Agent shall, within five (5) Business Days of Administrative Agent’s receipt of a Notice of Amendment, notify Company if the Administrative Agent, in its Permitted Discretion, has determined that such proposed change or variation is material (a “Material Change Notice”), and upon receipt of such Material Change Notice, Company shall not, and shall cause Holdings not to, make any change or variation set forth in the Notice of Amendment without the prior written consent of the Requisite Lenders, unless such change or variation is required by any Requirement of Law. The Requisite Lenders may reasonably withhold such consent until they have received a satisfactory opinion of Company's ’s counsel regarding compliance of such revised form with any Requirement of Law reasonably expected to be applicable thereto. If, within five (5) Business Days of Administrative Agent’s receipt of a Notice of Amendment, the Administrative Agent has not provided a Material Change Notice to Company or Holdings, Company or Holdings may make the change or variation to the applicable form of Receivable Agreement proposed in such Notice of Amendment.

Receivable Forms. Company shall not acquire Receivables which are not on the form of applicable Receivable Agreement attached to the Undertakings Agreement (or any successor form approved after the Third Amendment Effective Date in accordance with this Section 6.18). Company shall provide, or cause Holdings to provide, prior written notice to Administrative Agent, each Class A Managing Agent and the Class B Agent of any proposed change or variation to the form of any Receivable Agreement, including a reasonably detailed description of the proposed change or variation (a “Notice of Amendment”). The Administrative Agent shall, within five (5) Business Days of Administrative Agent’s receipt of a Notice of Amendment, notify Company if the Administrative Agent, in its Permitted Discretion, has determined that such proposed change or variation is material (a “Material Change Notice”), and upon receipt of such Material Change Notice, Company shall not, and shall cause Holdings not to, make any change or variation set forth in the Notice of Amendment without the prior written consent of the Requisite Lenders, unless such change or variation is required by any Requirement of Law. The Requisite Lenders may reasonably withhold such consent until they have received a satisfactory opinion of Company's ’s counsel regarding compliance of such revised form with any Requirement of Law reasonably expected to be applicable thereto. If, within five (5) Business Days of Administrative Agent’s receipt of a Notice of Amendment, the Administrative Agent has not provided a Material Change Notice to Company or Holdings, Company or Holdings may make the change or variation to the applicable form of Receivable Agreement proposed in such Notice of Amendment.

Receivable Forms. Company shall not acquire Receivables which are not on the form of applicable Receivable Agreement attached to the Undertakings Agreement (or any successor form approved after the Amendment Effective Date in accordance with this Section 6.18). Company shall provide, or cause Holdings to provide, prior written notice to Administrative Agent, each Class A Managing Agent and the each Class B Agent Revolving Lender of any proposed change or variation to the form of any Receivable Agreement, including a reasonably detailed description of the proposed change or variation (a “Notice of Amendment”). The Administrative Agent shall, within five (5) Business Days of Administrative Agent’s receipt of a Notice of Amendment, notify Company if the Administrative Agent, in its Permitted Discretion, has determined that such proposed change or variation is material (a “Material Change Notice”), and upon receipt of such Material Change Notice, Company shall not, and shall cause Holdings not to, make any change or variation set forth in the Notice of Amendment without the prior written consent of the Requisite Lenders, unless such change or variation is required by any Requirement of Law. The Requisite Lenders may reasonably withhold such consent until they have received a satisfactory opinion of Company's counsel regarding compliance of such revised form with any Requirement of Law reasonably expected to be applicable thereto. If, within five (5) Business Days of Administrative Agent’s receipt of a Notice of Amendment, the Administrative Agent has not provided a Material Change Notice to Company or Holdings, Company or Holdings may make the change or variation to the applicable form of Receivable Agreement proposed in such Notice of Amendment.

Receivable Forms. Company shall not acquire LOC Receivables which are not on the form of applicable Receivable Agreement for such OnDeck LOC attached to the Undertakings Agreement (or any successor form approved after the Fourth Amendment Effective Date in accordance with this Section 6.18). Company shall provide, or cause Holdings to provide, prior written notice to Administrative Agent, each Class A Managing Agent and the Class B Agent of any proposed change or variation to the form of any Receivable Agreement, including a reasonably detailed description of the proposed change or variation (a “Notice of Amendment”). The Administrative Agent shall, within five (5) Business Days of Administrative Agent’s receipt of a Notice of Amendment, notify Company if the Administrative Agent, in its Permitted Discretion, has determined that such proposed change or variation is material (a “Material Change Notice”), and upon receipt of such Material Change Notice, Company shall not, and shall cause Holdings not to, make any change or variation set forth in the Notice of Amendment without the prior written consent of the Requisite Lenders, unless such change or variation is required by any Requirement of Law. The Requisite Lenders may reasonably withhold such consent until they have received a satisfactory opinion of Company's ’s counsel regarding compliance of such revised form with any Requirement of Law reasonably expected to be applicable thereto. If, within five (5) Business Days of Administrative Agent’s receipt of a Notice EAST\142259790.4 85 of Amendment, the Administrative Agent has not provided a Material Change Notice to Company or Holdings, Company or Holdings may make the change or variation to the applicable form of Receivable Agreement proposed in such Notice of Amendment.