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 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 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 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 Managing 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 Managing 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 Managing Agent, as assignees of the PurchaserBuyer's assignees), that Buyer (or the Purchaser (and the Administrative Collateral Agent and Facility Agentsor any Managing 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 Managing 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.