Common use of Addition of Originators Clause in Contracts

Addition of Originators. Any Subsidiary of Xxxxxxxx may become an Originator hereunder with the prior written consent of the Purchaser (and the Administrative Agent and Facility Agents, as assignees of the Purchaser); provided, that such consent shall not be required if the Outstanding Balance of Receivables of such Subsidiary at the time it becomes an Originator hereunder, together with the Outstanding Balance of Receivables at such time of any other Subsidiary of Xxxxxxxx that became an Originator hereunder without such consent over the 12 calendar month period ending immediately prior to such date is less than 5.0% of the average Outstanding Balance of all Receivables (other than Excluded Receivables) on the last day of each calendar month during such 12-calendar month period . Each Subsidiary of Xxxxxxxx that is proposed to be added as an Originator shall give to the Purchaser (and the Administrative Agent and Facility Agents, as assignees of the Purchaser) prior written notice of its desire to be added as an Originator hereunder. Once the notice has been given, any addition of a Subsidiary of Xxxxxxxx as an Originator pursuant to this section shall become effective on the first Business Day following the date on which (i) such Subsidiary and the parties hereto shall have executed a Joinder Agreement and such other agreements, instruments and other documents (including, without limitation, opinions of counsel, lien searches, financing statements, Blocked Account Agreements and a Subordinated Note in favor of the new Originator) and the amendments or other modifications to the Transaction Documents, in form and substance satisfactory to the Purchaser (and the Administrative Agent and Facility Agents, as assignees of the Purchaser), that the Purchaser (and the Administrative Agent and Facility Agents, as assignees of the Purchaser) determines necessary or appropriate to effect the addition; and (ii) the Parent confirms in writing that the obligations of such new Originator are guaranteed by the Parent under the Parent Undertaking. Upon such effectiveness, Schedule I to this Agreement shall be deemed amended to include such added Originator and any reference to “Originator” in this Agreement or any other Transaction Document shall refer to each existing Originator and each Subsidiary of Xxxxxxxx added as an Originator pursuant to this Section 3.02.

Addition of Originators. Any Subsidiary of Xxxxxxxx Additional Persons may become an Originator hereunder be added as Originators hereunder, with the prior written consent of the Purchaser Buyer and Agent, in their sole discretion, provided that the following conditions are satisfied on or before the date of such addition (an “Originator Addition Date”); (a) Schein shall have given the Agent and the Administrative Agent and Facility Agents, as assignees of the Purchaser); provided, that such consent shall not be required if the Outstanding Balance of Receivables of such Subsidiary Buyer at the time it becomes an Originator hereunder, together with the Outstanding Balance of Receivables at such time of any other Subsidiary of Xxxxxxxx that became an Originator hereunder without such consent over the 12 calendar month period ending immediately prior to such date is less than 5.0% of the average Outstanding Balance of all Receivables (other than Excluded Receivables) on the last day of each calendar month during such 12-calendar month period . Each Subsidiary of Xxxxxxxx that is proposed to be added as an Originator shall give to the Purchaser (and the Administrative Agent and Facility Agents, as assignees of the Purchaser) least 45 days prior written notice of its desire to be added as such proposed addition and the identity of the proposed additional Originator; (b) The Buyer shall have received an Originator hereunder. Once the notice has been given, any addition executed copy of a Subsidiary supplement substantially in the form of Xxxxxxxx as an Originator pursuant to this section Exhibit VII hereto (each such supplement, a “Joinder Agreement”), duly executed and delivered by such Originator; (c) The Buyer shall become effective on the first Business Day following the date on which have received certified copies of (i) the resolutions of the governing body of such Subsidiary Originator authorizing the execution, delivery, and performance by it of the parties hereto shall have executed a Joinder Agreement and any other Transaction Document to which it will be a party, (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Joinder Agreement and any other Transaction Document to which it will be a party and (iii) the Organizational Documents of such other agreements, instruments Originator; (d) The Buyer shall have received a certificate of a Responsible Officer of such Originator certifying the names and other documents (including, without limitation, opinions of counsel, lien searches, financing statements, Blocked Account Agreements and a Subordinated Note in favor true signatures of the new Originator) officers of such Originator authorized to sign the Joinder Agreement and any other Transaction Document to which it will be a party. Until the amendments or other modifications to the Transaction Documents, Buyer receives a subsequent incumbency certificate from it in form and substance reasonably satisfactory to the Purchaser Buyer, the Buyer shall be entitled to rely on the last such certificate delivered to it by such Originator; (e) The Buyer shall have received copies of any Collection Account Agreements to be executed with the Collection Banks and such Originator; (f) The Buyer shall have received acknowledgment copies, or time stamped receipt copies of proper financing statements, duly filed on or before such Originator Addition Date under the UCC of all jurisdictions that the Buyer may deem necessary or desirable in order to perfect (with a first priority) the interests of the Buyer contemplated by this Agreement and the Administrative interests of the Agent, the Purchaser Agents and the Purchasers under the Purchase Agreement; (g) The Buyer shall have received from the Servicer a Settlement Report representing the performance of the portfolio of Receivables originated by such Originator for the month prior to such Originator Addition Date; (h) The Buyer shall have received completed UCC search reports, dated on or shortly before such Originator Addition Date, listing all effective financing statements filed in the jurisdiction referred to in clause (f) above that name such Originator as debtor, together with copies of such financing statements, and similar search reports with respect to judgment liens, federal tax liens and liens of the PBGC in such jurisdictions as the Buyer may request, showing no such liens on any of the Receivables or other Purchased Assets; (i) The Buyer shall have received satisfactory results of a review by the Buyer of such Originator’s collection, operating and reporting systems, historical receivables data and accounts, including satisfactory results of a review of its operating locations and satisfactory review of the Eligible Receivables in existence on such Originator Addition Date; (j) The Buyer shall have received a good standing certificate with respect to such Originator issued by the Secretary of the jurisdiction of its organization; (k) The prior written consent of the Agent and Facility Agentseach Purchaser Agent shall have been obtained (which consent may be subject to satisfactory due diligence results); (l) The Buyer, as assignees of the Purchaser), that the Purchaser (and the Administrative Agent and Facility Agentseach Purchaser Agent shall have received such other approvals, opinions or documents as assignees of the Purchaser) determines necessary or appropriate to effect the addition; and (ii) the Parent confirms in writing that the obligations such Person may reasonably request from such Originator, including a guarantee by Schein of such new Originator are guaranteed by the Parent Originator’s obligations hereunder and under the Parent Undertaking. Upon such effectiveness, Schedule I to this Agreement shall be deemed amended to include such added Originator and any reference to “Originator” in this Agreement or any other Transaction Document to which it is a party; and (m) No event shall refer to each existing Originator have occurred and each Subsidiary of Xxxxxxxx added as be continuing that constitutes a Termination Event or an Originator pursuant to this Section 3.02Unmatured Termination Event.

Addition of Originators. Any majority-owned Subsidiary of Xxxxxxxx TCEH that satisfies the criteria set forth in the definition of “Eligible Originator” may become an additional Originator (an “Additional Originator”) hereunder with and sell Additional Originator Receivable Assets to the prior written consent Buyer hereunder, upon satisfaction of the Purchaser following conditions precedent: (and a) Each of the Buyer, each Administrative Agent and Facility Agents, as assignees each of the Purchaser); provided, that such consent Group Managing Agents shall not be required if the Outstanding Balance of Receivables of such Subsidiary have received at the time it becomes an Originator hereunder, together with the Outstanding Balance of Receivables at such time of any other Subsidiary of Xxxxxxxx that became an Originator hereunder without such consent over the 12 calendar month period ending immediately prior to such date is less than 5.0% of the average Outstanding Balance of all Receivables (other than Excluded Receivables) on the last day of each calendar month during such 12-calendar month period . Each Subsidiary of Xxxxxxxx that is proposed to be added as an Originator shall give to the Purchaser (and the Administrative Agent and Facility Agents, as assignees of the Purchaser) least 5 Business Days’ prior written notice of the proposed effective date of such Subsidiary becoming an Additional Originator; (b) Each Administrative Agent and each Group Managing Agent shall have been provided access to the officers of the proposed Additional Originator and its desire books, records and accounting systems to enable each Administrative Agent and each Group Managing Agent to conduct a due diligence review of the proposed Additional Originator’s accounts receivable and accounting systems, and each Administrative Agent and each Group Managing Agent shall have found such review to be added as an Originator hereunder. Once the notice has been given, any addition of a Subsidiary of Xxxxxxxx as an Originator pursuant satisfactory; (c) A supplement to this section Agreement in substantially the form of Exhibit D (an “Additional Originator Supplement Agreement”) hereto shall become effective on have been executed by the first Business Day following proposed Additional Originator, the date on which Originator Agent and the Buyer and delivered to each Administrative Agent; and (d) Each Administrative Agent and each Group Managing Agent shall have received the following: (i) proper financing statements naming the Additional Originator as debtor, the Buyer as secured party and Citibank, as First Lien Agent, as assignee, to be filed under the UCC of all jurisdictions that the First Lien Agent may deem necessary or desirable in order to perfect the Buyer’s interests created or purported to be created hereunder in such Subsidiary Additional Originator’s Additional Originator Receivable Assets; (ii) if the addition of such Additional Originator is occurring after the Second Lien Effective Date, proper financing statements naming the Additional Originator as debtor, the Buyer as secured party and the parties hereto Second Lien Agent, as assignee, to be filed under the UCC of all jurisdictions that the Second Lien Agent may deem necessary or desirable in order to perfect the Buyer’s interests created or purported to be created hereunder in such Additional Originator’s Additional Originator Receivable Assets; (iii) proper financing statements or other termination documentation, if any, necessary to release all security interests and other rights of any Person in the Receivables, Related Security, Collections, Contracts, lock-boxes and lock-box accounts to which Collections are remitted or deposited or any proceeds of the foregoing of such Additional Originator previously granted by such Additional Originator; (iv) completed requests for information, dated on or a date reasonably near to the effective date of the Additional Originator Supplement Agreement, listing all effective financing statements which name the Additional Originator (under its present name and any previous name) as debtor and which are filed in the jurisdictions in which filings were made pursuant to subsection (d)(i) above and such other jurisdictions specified by the Administrative Agents, together with copies of such financing statements (none of which, except those filed pursuant to subsection (d)(i) above, shall have cover any Receivables, Related Security, Collections, Contracts, lock-boxes and lock-box accounts to which Collections are remitted or deposited or any proceeds of the foregoing of the Additional Originator); (v) a Consent and Agreement, duly executed by the Buyer and the Additional Originator; (vi) an amendment or joinder to the Intercompany Note in respect of such Additional Originator, in substantially the form of Exhibit B to this Agreement, duly executed by the Buyer; (vii) certified copies of the charter and by-laws, partnership agreement, limited liability company agreement, or any other applicable formation documents governing the organization, in each case, as amended, of the Additional Originator; (viii) good standing certificates issued by the state of the Additional Originator’s jurisdiction of organization and each state where it has material operations; (ix) a Joinder copy of the resolutions authorizing the Additional Originator Supplement Agreement, this Agreement and each other Transaction Document to which the Additional Originator will become a party, adopted by the board of directors, general partner, managing member or any other managing authority of such Additional Originator with the power to authorize the transactions contemplated by the Transaction Documents; (x) a certificate certifying the names and true signatures of the officers, partners, managers, members or other applicable persons authorized on behalf of the Additional Originator to sign the Additional Originator Supplement Agreement and the other documents to be delivered hereunder (on which certificates the Buyer, the Administrative Agents, the Group Managing Agents, the Holders and (on and after the Second Lien Effective Date) the Lenders may conclusively rely unless and until such time as each Administrative Agent and each Group Managing Agent shall receive a revised certificate meeting the requirements of this clause) executed by the Secretary, Assistant Secretary, general partner, managing member, or any other officer of such Additional Originator with the authority to execute such certificate; (xi) an executed copy of a Lock-Box Agreement for each Lock-Box Account of the Additional Originator or an undated executed copy of a Post Office Box Notice for each Post Office Box of the Additional Originator; (xii) the favorable opinion of counsel to the Additional Originator in form and substance satisfactory to the Administrative Agents and the Majority Group Managing Agents; and (xiii) such other agreements, instruments and other documents (including, without limitation, opinions of counsel, lien searches, financing statements, Blocked Account Agreements and a Subordinated Note in favor of the new Originator) and the amendments or other modifications to the Transaction Documents, each in form and substance satisfactory to the Purchaser (and the Administrative Agent and Facility Agents, as assignees of the Purchaser), that the Purchaser (and the Administrative Agent and Facility Agents, as assignees of the Purchaser) determines Agents determine is reasonably necessary or appropriate to effect the such addition; and (ii) the Parent confirms in writing that the obligations of such new Originator are guaranteed by the Parent under the Parent Undertaking. Upon such effectiveness, Schedule I to this Agreement shall be deemed amended to include such added Originator and any reference to “Originator” in this Agreement or any other Transaction Document shall refer to each existing Originator and each Subsidiary of Xxxxxxxx added as an Originator pursuant to this Section 3.02.

Addition of Originators. Any Subsidiary of Xxxxxxxx may become an Originator hereunder with the prior written consent of the Purchaser (and the Administrative Agent Co-Agents and Facility Agents, as assignees of the Purchaser); provided, that such consent shall not be required if the Outstanding Balance of Receivables of such Subsidiary at the time it becomes an Originator hereunder, together with the Outstanding Balance of Receivables at such time of any other Subsidiary of Xxxxxxxx that became an Originator hereunder without such consent over the 12 calendar month period ending immediately prior to such date is less than 5.0% of the average Outstanding Balance of all Receivables (other than Excluded Receivables) on the last day of each calendar month during such 12-calendar month period . Each Subsidiary of Xxxxxxxx that is proposed to be added as an Originator shall give to the Purchaser (and the Administrative Agent Co-Agents and Facility Agents, as assignees of the Purchaser) prior written notice of its desire to be added as an Originator hereunder. Once the notice has been given, any addition of a Subsidiary of Xxxxxxxx as an Originator pursuant to this section shall become effective on the first Business Day following the date on which (i) such Subsidiary and the parties hereto shall have executed a Joinder Agreement and such other agreements, instruments and other documents (including, without limitation, opinions of counsel, lien searches, financing statements, Blocked Account Agreements and a Subordinated Note in favor of the new Originator) and the amendments or other modifications to the Transaction Documents, in form and substance satisfactory to the Purchaser (and the Administrative Agent Co-Agents and Facility Agents, as assignees of the Purchaser), that the Purchaser (and the Administrative Agent Co-Agents and Facility Agents, as assignees of the Purchaser) determines necessary or appropriate to effect the addition; and (ii) the Parent confirms in writing that the obligations of such new Originator are guaranteed by the Parent under the Parent Undertaking. Upon such effectiveness, Schedule I to this Agreement shall be deemed amended to include such added Originator and any reference to “Originator” in this Agreement or any other Transaction Document shall refer to each existing Originator and each Subsidiary of Xxxxxxxx added as an Originator pursuant to this Section 3.02.

Addition of Originators. Any Subsidiary Additional Persons that are Wholly Owned Subsidiaries of Xxxxxxxx Parent may become an Originator hereunder be added as Originators hereunder, with the prior written consent of the Purchaser (Transferee and the Administrative Collateral Agent and Facility Agents, as assignees of the Purchaser(such consent not to be unreasonably withheld); provided, provided that such consent shall not be required if the Outstanding Balance of Receivables following conditions are satisfied on or before the date of such Subsidiary at addition: (a) the time it becomes an Originator hereunder, together with the Outstanding Balance of Receivables at such time of any other Subsidiary of Xxxxxxxx that became an Originator hereunder without such consent over the 12 calendar month period ending immediately prior to such date is less than 5.0% of the average Outstanding Balance of all Receivables (other than Excluded Receivables) on the last day of each calendar month during such 12-calendar month period . Each Subsidiary of Xxxxxxxx that is proposed to be added as an Originator Servicer shall give to the Purchaser (have given Transferee and the Administrative Agent and Facility Agents, as assignees of the Purchaser) Agents at least 15 days’ prior written notice of its desire to be added as an Originator hereunder. Once the notice has been given, any such proposed addition of a Subsidiary of Xxxxxxxx as an Originator pursuant to this section shall become effective on the first Business Day following the date on which (i) such Subsidiary and the parties hereto identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as Transferee and the Agents may reasonably request; (b) each of the conditions set forth in Section 4.01(b), (c), (d), (e), and (f) shall have been satisfied in respect of the proposed Originator; (c) the proposed Originator shall have executed an Additional Originator Supplement substantially in the form of Exhibit I; (d) Transferee shall have received copies of a Joinder Agreement and such other agreements, instruments and other documents (including, without limitation, opinions of counsel, lien searches, financing statements, Blocked Account Agreements and a Subordinated Note in favor of the new Originator) and the amendments or other modifications supplement to the Transaction DocumentsCredit and Collection Policy applicable to such proposed Originator, which supplement shall be in form and substance satisfactory to the Purchaser Agents; (e) Transferee shall have received confirmation that there is no pending or, to its knowledge, threatened action or proceeding affecting such proposed Originator before any Governmental Authority (I) that would reasonably be expected to have a Material Adverse Effect with respect to such additional Originator or (II) that purports to affect the legality, validity or enforceability of any Additional Originator Supplement or any of the transactions contemplated hereby; (f) subject to the limitations set forth in Section 12.22 of the Credit Agreement, the Transferee and the Administrative Agent existing Originators, and Facility Agentsthe proposed Originator agree to any modified transaction terms which may be requested by the Agents as being necessary to maintain an implied rating equivalent to the implied rating of the facility evidenced by the Loan Documents immediately prior to the addition of the proposed Originator, as assignees determined by the Agents in the exercise of their Reasonable Credit Judgment, including, but not limited to, direct or indirect changes to (i) the Purchaser)definitions of Advance Rate, that the Purchaser (and the Administrative Agent and Facility AgentsBorrowing Base, as assignees of the Purchaser) determines necessary or appropriate to effect the addition; and Eligible Receivables, Eligible Unbilled Receivables Balance, Excess Concentration Amount, Net Receivables Balance, (ii) the Parent confirms definitions of Concentration Limit and Reserves after the addition of the proposed Originator, which shall be set and calculated consistent with such methodology prior to the addition of the proposed Originator, and (iii) the Dilution Ratio, Delinquency Ratio and Default Ratio set forth in writing that Section 10.01(q) of the obligations Credit Agreement after the addition of the proposed Originator, which shall be set and calculated consistent with the methodology used to set and calculate such ratios prior to the addition of the proposed Originator; (g) unless otherwise waived by the Collateral Agent, the proposed Originator has never been an Originator under this Agreement; (h) the proposed Originator shall have submitted to an audit and field examination reasonably related to the addition of such new proposed Originator are guaranteed by the Parent under the Parent Undertaking. Upon such effectiveness, Schedule I to this Agreement shall be deemed amended to include such added Originator and (separate from any reference to “Originator” in this Agreement or any other Transaction Document shall refer to each existing Originator and each Subsidiary of Xxxxxxxx added as an Originator conducted pursuant to this Section 3.025.13) by Transferee (or its assigns) of the Collateral of such proposed Originator; and (i) the Termination Date shall not have occurred.

Addition of Originators. Any Subsidiary of Xxxxxxxx Additional Persons may become an Originator hereunder be added as Originators hereunder, with the prior written consent of the Purchaser Company and the Administrative Agent, in their sole discretion, provided that the following conditions are satisfied on or before the date of such addition (and an “Originator Addition Date”); (a) Ingram shall have given the Administrative Agent and Facility Agents, as assignees of the Purchaser); provided, that such consent shall not be required if the Outstanding Balance of Receivables of such Subsidiary Company at the time it becomes an Originator hereunder, together with the Outstanding Balance of Receivables at such time of any other Subsidiary of Xxxxxxxx that became an Originator hereunder without such consent over the 12 calendar month period ending immediately prior to such date is less than 5.0% of the average Outstanding Balance of all Receivables least fifteen (other than Excluded Receivables15) on the last day of each calendar month during such 12-calendar month period . Each Subsidiary of Xxxxxxxx that is proposed to be added as an Originator shall give to the Purchaser (and the Administrative Agent and Facility Agents, as assignees of the Purchaser) days prior written notice of its desire to be added as such proposed addition and the identity of the proposed additional Originator; (b) The Company shall have received an Originator hereunder. Once the notice has been given, any addition executed copy of a Subsidiary supplement substantially in the form of Xxxxxxxx as an Originator pursuant to this section Annex B hereto (each such supplement, a “Joinder Agreement”), duly executed and delivered by such Originator; (c) The Company shall become effective on the first Business Day following the date on which have received certified copies of (i) the resolutions of the governing body of such Subsidiary Originator authorizing the execution, delivery, and performance by it of the parties hereto shall have executed a Joinder Agreement and any other Transaction Document to which it will be a party, (ii) all documents evidencing other necessary corporate action and governmental approvals, if any, with respect to the Joinder Agreement and any other Transaction Document to which it will be a party and (iii) the organizational documents of such other agreements, instruments and other documents Originator; (including, without limitation, opinions of counsel, lien searches, financing statements, Blocked Account Agreements and d) The Company shall have received a Subordinated Note in favor certificate of the new Originator) Secretary or Assistant Secretary of such Originator certifying the names and true signatures of the amendments or officers of such Originator authorized to sign the Joinder Agreement and any other modifications Transaction Document to which it will be a party. Until the Transaction Documents, Company receives a subsequent incumbency certificate from it in form and substance satisfactory to the Company, the Company shall be entitled to rely on the last such certificate delivered to it by such Originator; (e) The Company shall have received copies of any Blocked Account Agreements to be executed with the Blocked Account Banks and such Originator; (f) The Company shall have received acknowledgment copies, or time stamped receipt copies of proper financing statements, duly filed on or before such Originator Addition Date under the UCC of all jurisdictions that the Company may deem necessary or desirable in order to perfect (with a first priority) the interests of the Company contemplated by this Agreement and the interests of the Administrative Agent, the Purchaser Agents and the Purchasers under the Receivables Purchase Agreement; (g) The Company shall have received from such Originator a Monthly Receivables Report representing the performance of the portfolio of Receivables originated by such Originator for the month prior to such Originator Addition Date; (h) The Company shall have received completed UCC search reports, dated on or shortly before such Originator Addition Date, listing all effective financing statements filed in the jurisdiction referred to in clause (f) above that name the such Originator as debtor, together with copies of such financing statements, and similar search reports with respect to judgment liens, federal tax liens and liens of the Pension Benefit Guaranty Corporation in such jurisdictions as the Company may request, showing no such liens on any of the Receivables or Related Assets; (i) The Company shall have received satisfactory results of a review by the Company of such Originator’s collection, operating and reporting systems, Credit and Collection Policy, historical receivables data and accounts, including satisfactory results of a review of its operating locations and satisfactory review of the Eligible Receivables in existence on such Originator Addition Date; (j) The Company shall have received good standing certificates with respect to such Originator issued by the Secretary of the jurisdiction of its organization; (k) The prior written consent of the Administrative Agent and Facility Agentsshall have been obtained; (l) The Company shall have received such other approvals, opinions or documents as assignees of the Purchaser)Company may reasonably request from such Originator, that the Purchaser (and the Administrative Agent and Facility Agents, as assignees of the Purchaser) determines necessary or appropriate to effect the addition; and (ii) the Parent confirms in writing that the obligations including a guarantee by Ixxxxx of such new Originator are guaranteed by the Parent Originator’s obligations hereunder and under the Parent Undertaking. Upon such effectiveness, Schedule I to this Agreement shall be deemed amended to include such added Originator and any reference to “Originator” in this Agreement or any other Transaction Document to which it is a party; and (m) No event shall refer to each existing Originator have occurred and each Subsidiary of Xxxxxxxx added as be continuing that constitutes a Purchase Termination Event or an Originator pursuant to this Section 3.02Unmatured Purchase Termination Event.

Addition of Originators. Any Subsidiary of Xxxxxxxx the Parent may become an ----------------------- Originator hereunder with the prior written consent of the Purchaser Buyer (and the Administrative Collateral Agent and Facility Agentseach Co-Agent, as assignees of the PurchaserBuyer's assignees); provided, that such consent shall not be required if the Outstanding Balance of Receivables of such Subsidiary at the time it becomes an Originator hereunder, together with the Outstanding Balance of Receivables at such time of any other Subsidiary of Xxxxxxxx that became an Originator hereunder without such consent over the 12 calendar month period ending immediately prior to such date is less than 5.0% of the average Outstanding Balance of all Receivables (other than Excluded Receivables) on the last day of each calendar month during such 12-calendar month period . Each Subsidiary of Xxxxxxxx the Parent that is proposed to be added as an Originator shall give to the Purchaser Buyer (and the Administrative Collateral Agent and Facility Agentseach Co-Agent, as assignees of the PurchaserBuyer's assignees) prior written notice of its desire to be added as an Originator hereunderOriginator. Once the notice has been given, any addition of a Subsidiary of Xxxxxxxx the Parent as an Originator pursuant to this section shall become effective on the first Business Day following the date on which (i) such Subsidiary and the parties hereto shall have executed a Joinder Agreement and such other delivered the agreements, instruments and other documents (including, without limitation, opinions of counsel, lien searches, financing statements, Blocked Account Agreements statements and a Subordinated Note in favor of the new Originatorcollection account agreements) and the amendments or other modifications to the Transaction Documents, in form and substance satisfactory to the Purchaser Buyer (and to the Administrative Collateral Agent and Facility Agentseach Co-Agent, as assignees of the PurchaserBuyer's assignees), that Buyer (or the Purchaser (and the Administrative Collateral Agent and Facility Agentsor any Co-Agent, as assignees of the PurchaserBuyer's assignee) determines are necessary or appropriate to effect the addition; and , (ii) the Parent confirms in writing that the guaranty under Article XIV of the Purchase Agreement covers the obligations of such new Originator are guaranteed by as an Originator and (iii) Buyer (and the Parent under Collateral Agent and each Co-Agent, as Buyer's assignees) shall have consented, in writing, to the Parent Undertakingaddition of such new Originator. Upon such effectiveness, Schedule I to this Agreement shall be deemed amended to include such added Originator and any reference to “"Originator” " in this Agreement or any other Transaction Document shall refer to each existing Originator and each Subsidiary of Xxxxxxxx the Parent added as an Originator pursuant to this Section 3.02Section.

Addition of Originators. Any Subsidiary of Xxxxxxxx From time to time, the Seller may become request that the Purchaser approve an Originator hereunder with the prior written consent Affiliate of the Purchaser (and the Administrative Agent and Facility Agents, as assignees of the Purchaser); provided, that such consent shall not be required if the Outstanding Balance of Receivables of such Subsidiary at the time it becomes an Originator hereunder, together with the Outstanding Balance of Receivables at such time of any other Subsidiary of Xxxxxxxx that became an Originator hereunder without such consent over the 12 calendar month period ending immediately prior to such date is less than 5.0% of the average Outstanding Balance of all Receivables (other than Excluded Receivables) on the last day of each calendar month during such 12-calendar month period . Each Subsidiary of Xxxxxxxx that is proposed to be added as an Originator shall give to the Purchaser (and the Administrative Agent and Facility Agents, as assignees of the Purchaser) prior written notice of its desire to be added Seller as an Originator hereunder. Once Any such approval by the notice has been givenPurchaser shall be in writing. The granting of such approval is subject to the conditions precedent that the Purchaser shall have completed a satisfactory due diligence review with results satisfactory to the Purchaser, any acting reasonably, of the Credit and Collection Policy and the Purchaser shall have received on or before the date designated for the addition of a Subsidiary of Xxxxxxxx such Affiliate as an Originator pursuant to this section shall become effective on hereunder, the first Business Day following the following, each (where applicable and unless otherwise indicated) dated such date on which (i) such Subsidiary and the parties hereto shall have executed a Joinder Agreement and such other agreements, instruments and other documents (including, without limitation, opinions of counsel, lien searches, financing statements, Blocked Account Agreements and a Subordinated Note in favor of the new Originator) and the amendments or other modifications to the Transaction Documents, in form and substance satisfactory to the Purchaser Purchaser, acting reasonably: (1) A duly executed copy of the related Originator Purchase Agreement. (2) A certificate of a senior officer of the Originator (or, if it is a partnership, of one of its partners) certifying (a) a copy of the resolutions of the board of directors (and any committee thereof to the Administrative Agent extent required by any resolution of the board of directors of the Originator or the Originator’s corporate governance requirements) (or comparable resolutions in the case of an Originator that is not a corporation) of the Originator approving the related Originator Purchase Agreement, (b) a copy of relevant extracts of the articles and Facility Agentsby-laws or other constating documents, as assignees amended, for the Originator, (c) copies of all documents evidencing other necessary corporate or similar action and governmental approvals, if any, with respect to the related Originator Purchase Agreement, and (d) the names and true signatures of the Purchaser)officers of the Originator authorized to sign the related Originator Purchase Agreement. (3) A certificate of status, of good standing, of compliance or d’attestation, as applicable, with respect to the Originator or, in the case of a partnership, each of its partners, issued by its jurisdiction of incorporation and by each jurisdiction where registrations have been or are to be affected pursuant to Section , in each case, dated within five days preceding such date. (4) Acknowledgement copies, or time stamped receipt copies of financing statements or similar filings which have been duly filed on or before such date under the PPSAs in all jurisdictions necessary to perfect the ownership interests contemplated in the related Originator Purchase Agreement. (5) Acknowledgement copies, or time stamped receipt copies of all financing change statements or similar filings or other appropriate estoppel instruments, if any, necessary to release all Adverse Claims previously granted by the Originator in the Receivables and Related Rights that are the subject matter of the related Originator Purchase Agreement. (6) A favourable opinion of counsel for the Originator as to such matters as the Purchaser may reasonably request. (and 7) Such other approvals, opinions, confirmations or documents as the Administrative Agent and Facility AgentsPurchaser requests, as assignees of the Purchaser) determines necessary or appropriate to effect the addition; and (ii) the Parent confirms in writing that the obligations of such new Originator are guaranteed by the Parent under the Parent Undertaking. Upon such effectiveness, Schedule I to this Agreement shall be deemed amended to include such added Originator and any reference to “Originator” in this Agreement or any other Transaction Document shall refer to each existing Originator and each Subsidiary of Xxxxxxxx added as an Originator pursuant to this Section 3.02acting reasonably.