Common use of Addition of New Originators Clause in Contracts

Addition of New Originators. From time to time upon not less than 10 days’ prior written notice to Buyer and each Buyer Funding Party (or such shorter period of time as Buyer may agree upon), Seller may propose that one or more of the direct or indirect, existing or hereafter acquired, wholly-owned subsidiaries of Flowers become an Originator hereunder and a “Seller” under the Receivables Distribution Agreement. No such addition shall become effective (a) without the written consent of the Buyer and each Buyer Funding Party but may become effective prior to such 10th day if such written consent is given more promptly, and (b) unless all the following conditions precedent to such addition are satisfied prior to such date: (a) each new Originator will execute a Joinder Agreement; (b) each new Originator and the related depositary bank shall deliver to Buyer satisfactory Control Agreements with respect to any Collection Accounts of the new Originator; (c) each new Originator will deliver to Buyer (i) a legal existence and good standing certificate from the jurisdiction of its organization, (ii) a copy of its certificate of incorporation or formation certified by the secretary of state of the jurisdiction of its organization, and (iii) a secretary’s certificate from such new Originator’s certifying (A) no amendments to the certificate delivered pursuant to clause (ii) since the certified copy thereof, (B) a copy of the related bylaws, operating agreement or similar organizational document of such new Originator, (C) a copy of the resolutions of the board of directors or managers or similar governing body of such new Originator authorizing the execution, delivery and performance of the transaction documents to which such new Originator is a party and (D) the names and true signatures of the officers authorized to sign the transaction documents on behalf of such new Originator; (d) each new Originator will deliver UCC lien search reports in respect of filings made against such new Originator satisfactory to the Buyer; (e) each new Originator will deliver a UCC-1 financing statement naming such new Originator, as debtor/Originator, and the Buyer, as secured party/buyer, filed with the Secretary of State of the jurisdiction where such new Originator is organized; (f) each new Originator will deliver an opinion of counsel to such new Originator (which may be from in-house counsel of Flowers) reasonably satisfactory to Buyer relating to (i) corporate matters relating to such new Originator, (ii) the due authorization, execution and delivery of the transaction documents by such new Originator, (iii) the legality, validity and enforceability of transaction documents to which the new Originator is a party, (iv) absence of required consents, approvals, filings or registrations of or with governmental authorities, (v) execution and delivery of the transaction documents does not violate, and no such execution and delivery of transaction documents gives rise to liens under, applicable laws, material agreements or organizational documents, (vi) Investment Company Act matters and (vii) creation and perfection of Buyer’s interest in Receivables and related assets of such new Originator; and (g) each new Originator will deliver information reasonably satisfactory to Buyer and each Buyer Funding Party in response to its legal and business diligence requests.

Addition of New Originators. From time to time upon not less than 10 Additional Persons may be added as Originators hereunder, with the prior written consent of Buyer, Servicer, the Required Lenders and the Administrative Agent, provided, that the following conditions are satisfied on or before the date of such addition: (a) Servicer shall have given Administrative Agent, LC Bank, and Buyer at least thirty (30) days’ prior written notice to Buyer of such proposed addition and the identity of each Buyer Funding Party (or such shorter period of time as Buyer may agree upon), Seller may propose that one or more of the direct or indirect, existing or hereafter acquired, wholly-owned subsidiaries of Flowers become an proposed additional Originator hereunder and a “Seller” under the Receivables Distribution Agreement. No shall have provided such addition shall become effective (a) without the written consent of the Buyer and each Buyer Funding Party but may become effective prior other information with respect to such 10th day if such written consent is given more promptly, proposed additional Originator as Administrative Agent and (b) unless all the following conditions precedent to such addition are satisfied prior to such date: (a) each new Originator will execute a Joinder AgreementLC Bank may reasonably request; (b) Performance Guarantor shall have executed and delivered to Administrative Agent a Performance Guaranty in form and substance acceptable to Administrative Agent (in its sole discretion) guaranteeing the timely payment and performance of all of each new such proposed additional Originator’s obligations hereunder and under each other Transaction Document, if any, to which such proposed Originator and the related depositary bank shall deliver to Buyer satisfactory Control Agreements with respect to is a party in any Collection Accounts of the new Originatorcapacity; (c) each new such proposed additional Originator will deliver to Buyer (i) a legal existence has executed and good standing certificate from the jurisdiction of its organization, (ii) a copy of its certificate of incorporation or formation certified by the secretary of state of the jurisdiction of its organization, and (iii) a secretary’s certificate from such new Originator’s certifying (A) no amendments delivered to the certificate delivered pursuant to clause Buyer and Administrative Agent an agreement substantially in the form attached hereto as Exhibit 9 (ii) since the certified copy thereof, (B) a copy of the related bylaws, operating agreement or similar organizational document of such new Originator, (C) a copy of the resolutions of the board of directors or managers or similar governing body of such new Originator authorizing the execution, delivery and performance of the transaction documents to which such new Originator is a party and (D) the names and true signatures of the officers authorized to sign the transaction documents on behalf of such new Originator“Joinder Agreement”); (d) each new such proposed additional Originator will deliver UCC lien search reports has delivered to Buyer and Administrative Agent each of the applicable documents with respect to such Originator described in respect Section 6.01 of filings made against such new Originator satisfactory to the BuyerLoan and Security Agreement; (e) each new Originator will deliver a UCC-1 financing statement naming such new Originator, as debtor/Originator, the Purchase and the Buyer, as secured party/buyer, filed with the Secretary of State of the jurisdiction where such new Originator is organizedSale Termination Date shall not have occurred; (f) each new Originator will deliver an opinion no Unmatured Initial Servicer Default, Initial Servicer Default, Event of counsel to such new Originator (which may Default or Unmatured Event of Default shall have occurred and be from in-house counsel of Flowers) reasonably satisfactory to Buyer relating to (i) corporate matters relating to such new Originator, (ii) the due authorization, execution and delivery of the transaction documents by such new Originator, (iii) the legality, validity and enforceability of transaction documents to which the new Originator is a party, (iv) absence of required consents, approvals, filings or registrations of or with governmental authorities, (v) execution and delivery of the transaction documents does not violate, and no such execution and delivery of transaction documents gives rise to liens under, applicable laws, material agreements or organizational documents, (vi) Investment Company Act matters and (vii) creation and perfection of Buyer’s interest in Receivables and related assets of such new Originatorcontinuing; and (g) each new such proposed additional Originator will deliver information reasonably satisfactory to Buyer is organized under the laws of (i) the United States or any state of subdivision thereof or (ii) after such time as the Administrative Agent has satisfactorily completed tax and each Buyer Funding Party in response to its legal and business diligence requestsanalysis of the implications of the joinder of any Canadian Originators, United States or any state of subdivision thereof.

Addition of New Originators. From time to time upon not less than 10 Additional Persons may be added as Originators hereunder, with the prior written consent of Buyer, Servicer, the Required Lenders and the Administrative Agent, provided, that the following conditions are satisfied on or before the date of such addition: (a) Servicer shall have given Administrative Agent, and Buyer at least thirty (30) days’ prior written notice to Buyer of such proposed addition and the identity of each Buyer Funding Party (or such shorter period of time as Buyer may agree upon), Seller may propose that one or more of the direct or indirect, existing or hereafter acquired, wholly-owned subsidiaries of Flowers become an proposed additional Originator hereunder and a “Seller” under the Receivables Distribution Agreement. No shall have provided such addition shall become effective (a) without the written consent of the Buyer and each Buyer Funding Party but may become effective prior other information with respect to such 10th day if such written consent is given more promptly, and (b) unless all the following conditions precedent to such addition are satisfied prior to such date: (a) each new proposed additional Originator will execute a Joinder Agreementas Administrative Agent may reasonably request; (b) Performance Guarantor shall have executed and delivered to Administrative Agent a Performance Guaranty in form and substance acceptable to Administrative Agent (in its sole discretion) guaranteeing the timely payment and performance of all of each new such proposed additional Originator’s obligations hereunder and under each other Transaction Document, if any, to which such proposed Originator and the related depositary bank shall deliver to Buyer satisfactory Control Agreements with respect to is a party in any Collection Accounts of the new Originatorcapacity; (c) each new such proposed additional Originator will deliver to Buyer (i) a legal existence has executed and good standing certificate from the jurisdiction of its organization, (ii) a copy of its certificate of incorporation or formation certified by the secretary of state of the jurisdiction of its organization, and (iii) a secretary’s certificate from such new Originator’s certifying (A) no amendments delivered to the certificate delivered pursuant to clause Buyer and Administrative Agent an agreement substantially in the form attached hereto as Exhibit B (ii) since the certified copy thereof, (B) a copy of the related bylaws, operating agreement or similar organizational document of such new Originator, (C) a copy of the resolutions of the board of directors or managers or similar governing body of such new Originator authorizing the execution, delivery and performance of the transaction documents to which such new Originator is a party and (D) the names and true signatures of the officers authorized to sign the transaction documents on behalf of such new Originator“Joinder Agreement”); (d) each new such proposed additional Originator will deliver UCC lien search reports has delivered to Buyer and Administrative Agent each of the applicable documents with respect to such Originator described in respect Section 6.01 of filings made against such new Originator satisfactory to the BuyerLoan and Security Agreement; (e) each new Originator will deliver a UCC-1 financing statement naming such new Originator, as debtor/Originator, the Purchase and the Buyer, as secured party/buyer, filed with the Secretary of State of the jurisdiction where such new Originator is organizedSale Termination Date shall not have occurred; (f) each new Originator will deliver an opinion no Unmatured Initial Servicer Default, Initial Servicer Default, Event of counsel to such new Originator (which may Default, Amortization Event or Unmatured Event of Default shall have occurred and be from in-house counsel of Flowers) reasonably satisfactory to Buyer relating to (i) corporate matters relating to such new Originator, (ii) the due authorization, execution and delivery of the transaction documents by such new Originator, (iii) the legality, validity and enforceability of transaction documents to which the new Originator is a party, (iv) absence of required consents, approvals, filings or registrations of or with governmental authorities, (v) execution and delivery of the transaction documents does not violate, and no such execution and delivery of transaction documents gives rise to liens under, applicable laws, material agreements or organizational documents, (vi) Investment Company Act matters and (vii) creation and perfection of Buyer’s interest in Receivables and related assets of such new Originatorcontinuing; and (g) each new such proposed additional Originator will deliver information reasonably satisfactory to Buyer is organized under the laws of (i) the United States or any state of subdivision thereof or (ii) after such time as the Administrative Agent has satisfactorily completed tax and each Buyer Funding Party in response to its legal and business diligence requestsanalysis of the implications of the joinder of any Canadian Originators, United States or any state of subdivision thereof.

Addition of New Originators. From time to time upon not less than 10 Additional Persons may be added as Originators hereunder, with the prior written consent of Buyer, Servicer, the Required Lenders and the Administrative Agent, provided, that the following conditions are satisfied on or before the date of such addition: (a) Servicer shall have given Administrative Agent, and Buyer at least thirty (30) days’ prior written notice to Buyer of such proposed addition and the identity of each Buyer Funding Party (or such shorter period of time as Buyer may agree upon), Seller may propose that one or more of the direct or indirect, existing or hereafter acquired, wholly-owned subsidiaries of Flowers become an proposed additional Originator hereunder and a “Seller” under the Receivables Distribution Agreement. No shall have provided such addition shall become effective (a) without the written consent of the Buyer and each Buyer Funding Party but may become effective prior other information with respect to such 10th day if such written consent is given more promptly, and (b) unless all the following conditions precedent to such addition are satisfied prior to such date: (a) each new proposed additional Originator will execute a Joinder Agreementas Administrative Agent may reasonably request; (b) Performance Guarantor shall have executed and delivered to Administrative Agent a Performance Guaranty in form and substance acceptable to Administrative Agent (in its sole discretion) guaranteeing the timely payment and performance of all of each new such proposed additional Originator’s obligations hereunder and under each other Transaction Document, if any, to which such proposed Originator and the related depositary bank shall deliver to Buyer satisfactory Control Agreements with respect to is a party in any Collection Accounts of the new Originatorcapacity; (c) each new such proposed additional Originator will deliver to Buyer (i) a legal existence has executed and good standing certificate from the jurisdiction of its organization, (ii) a copy of its certificate of incorporation or formation certified by the secretary of state of the jurisdiction of its organization, and (iii) a secretary’s certificate from such new Originator’s certifying (A) no amendments delivered to the certificate delivered pursuant to clause Buyer and Administrative Agent an agreement substantially in the form attached hereto as Exhibit 9 (ii) since the certified copy thereof, (B) a copy of the related bylaws, operating agreement or similar organizational document of such new Originator, (C) a copy of the resolutions of the board of directors or managers or similar governing body of such new Originator authorizing the execution, delivery and performance of the transaction documents to which such new Originator is a party and (D) the names and true signatures of the officers authorized to sign the transaction documents on behalf of such new Originator“Joinder Agreement”); (d) each new such proposed additional Originator will deliver UCC lien search reports has delivered to Buyer and Administrative Agent each of the applicable documents with respect to such Originator described in respect Section 6.01 of filings made against such new Originator satisfactory to the BuyerLoan and Security Agreement; (e) each new Originator will deliver a UCC-1 financing statement naming such new Originator, as debtor/Originator, the Purchase and the Buyer, as secured party/buyer, filed with the Secretary of State of the jurisdiction where such new Originator is organizedSale Termination Date shall not have occurred; (f) each new Originator will deliver an opinion no Unmatured Initial Servicer Default, Initial Servicer Default, Event of counsel to such new Originator (which may Default, Amortization Event or Unmatured Event of Default shall have occurred and be from in-house counsel of Flowers) reasonably satisfactory to Buyer relating to (i) corporate matters relating to such new Originator, (ii) the due authorization, execution and delivery of the transaction documents by such new Originator, (iii) the legality, validity and enforceability of transaction documents to which the new Originator is a party, (iv) absence of required consents, approvals, filings or registrations of or with governmental authorities, (v) execution and delivery of the transaction documents does not violate, and no such execution and delivery of transaction documents gives rise to liens under, applicable laws, material agreements or organizational documents, (vi) Investment Company Act matters and (vii) creation and perfection of Buyer’s interest in Receivables and related assets of such new Originatorcontinuing; and (g) each new such proposed additional Originator will deliver information reasonably satisfactory to Buyer is organized under the laws of (i) the United States or any state of subdivision thereof or (ii) after such time as the Administrative Agent has satisfactorily completed tax and each Buyer Funding Party in response to its legal and business diligence requestsanalysis of the implications of the joinder of any Canadian Originators, United States or any state of subdivision thereof.