Common use of Additional Originators Clause in Contracts

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, the Administrative Agent and each Lender (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender on or before the date of such addition: (a) the Servicer shall have given the Buyer, the Administrative Agent and each Lender at least thirty (30) days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Lender may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the Buyer, the Administrative Agent and each Lender an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (c) such proposed additional Originator shall have delivered to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender each of the documents with respect to such Originator described in Section 4.1, in each case in form and substance satisfactory to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender; (d) no Termination Event or Unmatured Termination Event shall have occurred and be continuing; and (e) no Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, the Administrative Agent and each Lender Group Agent (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender Group Agent on or before the date of such addition: (a) the Servicer shall have given the Buyer, the Administrative Agent and each Lender Group Agent shall have received at least thirty (30) days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided received such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Lender Group Agent may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the Buyer, the Administrative Agent and each Lender Group Agent an agreement substantially in the form attached hereto as Exhibit C B (a “Joinder Agreement”); (c) such proposed additional Originator shall have delivered to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender Group Agent each of the documents with respect to such Originator described in Section 4.1, in each case in form and substance satisfactory to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each LenderGroup Agent; (d) no Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event shall have occurred and be continuing; and (e) no Termination Event of Default or Unmatured Termination Event of Default shall have occurred and be continuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, the Administrative Agent and each Lender (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender on or before the date of such addition: (a) the Servicer shall have given the Buyer, the Administrative Agent and each Lender at least thirty (30) days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Lender may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the Buyer, the Administrative Agent and each Lender an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (c) such proposed additional Originator shall have delivered to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender each of the documents with respect to such Originator described in Section 4.1, in each case in form and substance satisfactory to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender; (d) no Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event shall have occurred and be continuing; and (e) no Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, Buyer and the Administrative Agent and each Lender (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender on or before the date of such addition: (a) the Servicer shall have given the Buyer, the Administrative Agent and each Lender at least thirty ten (3010) daysBusiness Days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Lender may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the Buyer, the Administrative Agent and each Lender an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (c) such proposed additional Originator shall have delivered to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender each of the documents with respect to such Originator described in Section 4.1, in each case in form and substance reasonably satisfactory to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender; (d) no Termination Event or Unmatured Termination Event shall have occurred and be continuing; and (e) no Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, Buyer and the Administrative Agent and each Lender (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender on or before the date of such addition: (a) the Servicer shall have given the Buyer, the Administrative Agent and each Lender at least thirty ten (3010) daysBusiness Days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Lender may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the Buyer, the Administrative Agent and each Lender an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (c) such proposed additional Originator shall have delivered to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender each of the documents with respect to such Originator described in Section 4.1, in each case in form and substance reasonably satisfactory to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender; (d) no Purchase and Sale Termination Event or Unmatured Termination shall have occurred and be continuing; (e) no Event of Default shall have occurred and be continuing; and (ef) no Event such proposed additional Originator is organized under the laws of Default the United States, any State thereof or Unmatured Event the District of Default shall have occurred and be continuingColumbia.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, the Administrative Agent (as assignee of the Buyer) and each Lender Purchaser (as assignee of the Buyer) (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender Purchaser on or before the date of such addition: (a) the Servicer shall have given the Buyer, the Administrative Agent (as assignee of the Buyer) and each Lender Purchaser (as assignee of the Buyer) at least thirty (30) days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent (as assignee of the Buyer) or any Lender Purchaser (as assignee of the Buyer) may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the Buyer, the Administrative Agent (as assignee of the Buyer) and each Lender Purchaser (as assignee of the Buyer) an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (c) such proposed additional Originator shall have delivered to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender Purchaser (as the Buyer’s assignee) each of the documents with respect to such Originator described in Section 4.1, in each case in form and substance satisfactory to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each LenderPurchaser (as the Buyer’s assignee); (d) no Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event shall have occurred and be continuing; and (e) no Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, the Administrative Agent and each Lender Purchaser (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender Purchaser on or before the date of such addition: (a) the Servicer shall have given the Buyer, the Administrative Agent and each Lender Purchaser at least thirty fifteen (3015) days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Lender Purchaser may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the Buyer, the Administrative Agent and each Lender Purchaser an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (c) such proposed additional Originator shall have delivered to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender Purchaser each of the documents with respect to such Originator described in Section 4.1, in each case in form and substance satisfactory to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each LenderPurchaser; (d) no the Termination Event or Unmatured Termination Event shall have occurred and be continuingDate has not occurred; and (e) no Event of Default Termination or Unmatured Event of Default Termination shall have occurred and be continuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, Buyer and the Administrative Agent and each Lender (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender on or before the date of such addition: (a) the Servicer shall have given the Buyer, Buyer and the Administrative Agent and each Lender at least thirty (30) days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Lender may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the Buyer, Buyer and the Administrative Agent and each Lender an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (c) such proposed additional Originator shall have delivered to the Buyer, Buyer and the Administrative Agent (as the Buyer’s assignee) and each Lender each of the documents with respect to such Originator described in Section 4.1, in each case in form and substance satisfactory to the Buyer, Buyer and the Administrative Agent (as the Buyer’s assignee) and each LenderAgent; (d) no Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event shall have occurred and be continuing; and (e) no Event of Default or Unmatured Event of Default shall have occurred and be continuing; (f) the Administrative Agent shall have received, and be satisfied with, the final report in respect of the a field exam conducted on each Additional Originator by a third party acceptable to the Administrative Agent.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, Company and the Administrative Agent and each Lender (which consents may be granted or withheld in their sole discretion)Agent; provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender on or before the date of such addition: (a) the Servicer shall have given the Buyer, the Administrative Agent and each Lender the Company at least thirty (30) sixty days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Lender may reasonably request; (b) such proposed additional Originator shall have has executed and delivered to the Buyer, Company and the Administrative Agent and each Lender an agreement substantially in the form attached hereto as Exhibit C D (a “Joinder Agreement”); (c) such proposed additional Originator shall have has delivered to the BuyerCompany, the Administrative Agent (as the Buyer’s assignee) and each Lender each of the documents with respect to such Originator described in Section 4.1Sections 4.1 and 4.2, in each case in form and substance satisfactory to the BuyerCompany, the Administrative Agent (as the Buyer’s assignee) and each LenderAgent; (d) the Administrative Agent shall have received, to the extent required by the securitization program of any Conduit Purchaser, a written statement from each applicable Rating Agency confirming that the addition of such Originator will not result in a downgrade or withdrawal of the then current ratings of the Notes; and (e) no Termination Event or Unmatured Incipient Termination Event shall have occurred and be continuing; and (e) no Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, the Administrative Agent and each Lender (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender on or before the date of such addition: (a) the Servicer shall have given the Buyer, the Administrative Agent and each Lender at least thirty (30) days’ (or such shorter period as the Buyer, the Administrative Agent and the Lenders may agree to, each in their sole discretion) prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Lender may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the Buyer, the Administrative Agent and each Lender an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (c) such proposed additional Originator shall have delivered to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender each of the documents with respect to such Originator described in Section 4.1, in each case in form and substance satisfactory to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender; (d) no Sale and Contribution Termination Event or Unmatured Sale and Contribution Termination Event shall have occurred and be continuing; and (e) no Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, the Administrative Agent and each Lender Group Agent (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender Group Agent on or before the date of such addition: (a) the Servicer shall have given the Buyer, the Administrative Agent and each Lender Group Agent shall have received at least thirty (30) days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided received such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Lender Group Agent may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the Buyer, the Administrative Agent and each Lender Group Agent an agreement substantially in the form attached hereto as Exhibit C B (a “Joinder Agreement”); (c) such proposed additional Originator shall have delivered to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender Group Agent each of the documents with respect to such Originator described in Section 4.1, in each case in form and substance satisfactory to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each LenderGroup Agent; (d) [reserved]; (e) no Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event shall have occurred and be continuing; and (f) no Termination Event or Unmatured Termination Event shall have occurred and be continuing; and (e) no Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, the Administrative Agent and each Lender Purchaser (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender Purchaser on or before the date of such addition: (a) the Master Servicer shall have given the Buyer, the Administrative Agent and each Lender Purchaser at least thirty (30) days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Lender Purchaser may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the Buyer, Buyer and the Administrative Agent and each Lender an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (c) such proposed additional Originator shall have delivered to the Buyer, Buyer and the Administrative Agent (as the Buyer’s assignee) and each Lender each of the documents with respect to such Originator described in Section 4.1, in each case in form and substance satisfactory to the Buyer, Buyer and the Administrative Agent (as the Buyer’s assignee) and each Lender); (d) no Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event shall have occurred and be continuing; and (e) no Event of Default Termination or Unmatured Event of Default Termination shall have occurred and be continuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the BuyerCompany, the Administrative Agent Administrator and each Lender (which consents may be granted or withheld in their sole discretion)Purchaser Agent; provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender on or before the date of such addition: (a) the The Servicer shall have given the BuyerCompany, the Administrative Agent Administrator and each Lender Purchaser Agent at least thirty (30) days’ days prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent Administrator or any Lender Purchaser Agent may reasonably request; (b) such proposed additional Originator shall have has executed and delivered to the BuyerCompany, the Administrative Agent Administrator and each Lender Purchaser Agent an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (c) such proposed additional Originator shall have has delivered to the Buyer, Company and the Administrative Agent Administrator (as the BuyerCompany’s assignee) and each Lender Purchaser Agent each of the documents with respect to such Originator described in Section 4.1Sections 4.1 and 4.2, in each case in form and substance satisfactory to the BuyerCompany, the Administrative Agent Administrator (as the BuyerCompany’s assignee) and each LenderPurchaser Agent; (d) no Termination Event or Unmatured Termination Event unless the receivables intended to be sold by such additional Originator to the Company hereunder are Receivables, the related underlying goods of which, are and will continue to be generated by an already existing Originator, the Administrator shall have occurred and be continuingreceived, to the extent required by the securitization program of any Conduit Purchaser, a written statement from each applicable Rating Agency confirming that the addition of such Originator will not result in a downgrade or withdrawal of the current ratings of the Notes; and (e) no Event of Default or Unmatured Event of Default Purchase and Sale Termination Date shall have occurred and be continuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, the Administrative Agent Administrator and each Lender Purchaser Agent (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Administrative Agent Administrator and each Lender Purchaser Agent on or before the date of such addition: (a) the Servicer shall have given the Buyer, the Administrative Agent Administrator and each Lender Purchaser Agent at least thirty (30) days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent Administrator or any Lender Purchaser Agent may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the Buyer, the Administrative Agent Administrator and each Lender Purchaser Agent an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (c) such proposed additional Originator shall have delivered to the Buyer, the Administrative Agent Administrator (as the Buyer’s assignee) and each Lender Purchaser Agent each of the documents with respect to such Originator described in Section 4.1, in each case in form and substance reasonably satisfactory to the Buyer, the Administrative Agent Administrator (as the Buyer’s assignee) and each LenderPurchaser Agent; (d) no Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event shall have occurred and be continuing; and (e) no Termination Event of Default or Unmatured Termination Event of Default shall have occurred and be continuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, Company and the Administrative Agent and each Lender Administrator (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender Administrator on or before the date of such addition: (a) the Servicer shall have given the Buyer, Company and the Administrative Agent and each Lender Administrator at least thirty (30) days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, Company and the Administrative Agent or any Lender Administrator may reasonably requestrequest consistent with information provided for existing Originator or Originators; (b) such proposed additional Originator shall have executed and delivered to the Buyer, Company and the Administrative Agent and each Lender Administrator an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (c) such proposed additional Originator shall have delivered to the Buyer, Company and the Administrative Agent Administrator (as the BuyerCompany’s assignee) and each Lender each of the documents with respect to such Originator described in Section 4.1, in each case in form and substance satisfactory to the Buyer, Company and the Administrative Agent Administrator (as the BuyerCompany’s assignee) and each Lender); (d) no Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event shall have occurred and be continuing; and (e) no Event of Default Termination or Unmatured Event of Default Termination shall have occurred and be continuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, the Administrative Agent and each Lender Group Agent (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender Group Agent on or before the date of such addition: : (a) the Servicer shall have given the Buyer, the Administrative Agent and each Lender Group Agent at least thirty (30) days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Lender Group Agent may reasonably request; ; (b) such proposed additional Originator shall have executed and delivered to the Buyer, the Administrative Agent and each Lender Group Agent an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); ; (c) such proposed additional Originator shall have delivered to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender Group Agent each of the documents with respect to such Originator described in Section 4.1, in each case in form and substance satisfactory to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender; Group Agent; (d) such proposed additional Originator is organized under the laws of the United States or any State thereof; (e) the Performance Guarantor shall have delivered a reaffirmation, acknowledgment and consent with respect to the Joinder Agreement of such proposed additional Originator; (f) no Termination Event or Unmatured Purchase and Sale Termination Event shall have occurred and be continuing; and and (eg) no Event of Default or Unmatured Event of Default Termination shall have occurred and be continuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, Buyer and the Administrative Agent and (each Lender (which consents may be granted or withheld acting in their its sole discretion); provided that the following conditions are satisfied or waived in writing by the Buyer and Administrative Agent and each Lender on or before the date of such addition: (a) the Servicer shall have given the Buyer, the Administrative Agent and each Lender Purchaser at least thirty (30) days’ prior written notice (or such shorter period as may be agreed in writing by the Administrative Agent) of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Lender Purchaser may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the Buyer, Buyer and the Administrative Agent and each Lender an agreement substantially in the form attached hereto as Exhibit C A (a “Joinder Agreement”); (c) such proposed additional Originator shall have delivered to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender Purchaser each of the documents documents, certifications, opinions of counsel and lien searches with respect to such Originator described in Section 4.1Originator, which documents, certifications, opinions of counsel and lien searches were delivered to the Administrative Agent as conditions precedent to effectiveness of the Receivables Purchase Agreement on the Closing Date with respect to NPL, in each case case, in form and substance satisfactory to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each LenderPurchaser; (d) such addition shall not result in a Change in Control; (e) no Termination Event or Unmatured Sale and Contribution Termination Event shall have occurred and be continuing; and (ef) no Event of Default or Unmatured Event of Potential Default shall have occurred and be continuingexist or shall result from such addition.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, Buyer and the Administrative Agent and each Lender (Agent, which consents may consent shall not be granted unreasonably withheld, conditioned or withheld in their sole discretion)delayed; provided that the following conditions are satisfied or waived in writing by the Buyer and Administrative Agent and each Lender on or before the date of such addition: (a) the Servicer proposed additional Originator shall have given the Buyer, the Administrative Agent and each Purchaser/Lender at least thirty (30) days’ prior written notice (or such shorter period as may be agreed in writing by the Administrative Agent) of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Purchaser/Lender may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the Buyer, Buyer and the Administrative Agent and each Lender an agreement substantially in the form attached hereto as Exhibit C A (a “Joinder Agreement”); (c) such proposed additional Originator shall have delivered to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Purchaser/Lender each of the documents documents, certifications, opinions of counsel and lien searches with respect to such Originator described in Section 4.1reasonably requested by the Buyer, the Administrative Agent or any Purchaser/Lender, in each case case, in form and substance reasonably satisfactory to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Purchaser/Lender; (d) such addition shall not result in a Change in Control; (e) no Termination Event or Unmatured Sale and Contribution Termination Event shall have occurred and be continuing; and (ef) no Event of Default or Unmatured Event of Potential Default shall have occurred and be continuingexist or shall result from such addition.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, Buyer and the Administrative Agent and each Lender (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender on or before the date of such addition: (a) the Servicer shall have given the Buyer, Buyer and the Administrative Agent and each Lender at least thirty (30) days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Lender may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the Buyer, Buyer and the Administrative Agent and each Lender an agreement substantially in the form attached hereto as Exhibit C B (a “Joinder Agreement”); (c) such proposed additional Originator shall have delivered to the Buyer, Buyer and the Administrative Agent (as the Buyer’s assignee) and each Lender each of the documents with respect to such Originator described in Section 4.1, as well as any legal opinion reasonably requested by either the Collateral Agent or the Co-Collateral Agent, in each case in form and substance satisfactory to the Buyer, Buyer and the Administrative Agent (as the Buyer’s assignee) and each LenderAgent; (d) no Purchase and Contribution Termination Event or Unmatured Purchase and US-DOCS\148030570.24 Contribution Termination Event shall have occurred and be continuing; and (e) no Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Additional Originators. (a) Additional Persons may be added as Originators hereunder, with the prior written consent of the BuyerCompany, the Administrative Agent and each Lender Group Agent (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Company, the Administrative Agent and each Lender Group Agent on or before the date of such addition: (ai) the Servicer shall have given the BuyerCompany, the Administrative Agent and each Lender Group Agent at least thirty (30) days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the BuyerCompany, the Administrative Agent or any Lender Group Agent may reasonably request; (bii) such proposed additional Originator shall have executed and delivered to the Buyer, Company and the Administrative Agent and each Lender an agreement substantially in the form attached hereto as Exhibit C B (a “Joinder Agreement”); (ciii) the Performance Guarantor shall have delivered a reaffirmation, acknowledgment and consent with respect to the Joinder Agreement of such proposed additional Originator; (iv) such proposed additional Originator shall have delivered to the Buyer, Company and the Administrative Agent (as the BuyerCompany’s assignee) and each Lender each of the documents with respect to such the Originator described in Section 4.1, in each case in form and substance reasonably satisfactory to the Buyer, Company and the Administrative Agent (as the BuyerCompany’s assignee) and each Lender); (dv) no Purchase and Sale Termination Event or Unmatured Termination Event Date shall have occurred and be continuing; and (evi) no Event of Default or Unmatured Event of Default Termination shall have occurred and be continuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, Company and the Administrative Agent and each Lender (which consents may be granted or withheld in their sole discretion)Agent; provided PROVIDED that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender on or before the date of such addition: (a1) the The Servicer shall have given the Buyer, the Administrative Agent and each Lender the Company at least thirty (30) days’ days prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Lender may reasonably request; (b2) such proposed additional Originator shall have has executed and delivered to the Buyer, Company and the Administrative Agent and each Lender an agreement substantially in the form attached hereto as Exhibit EXHIBIT C (a “Joinder Agreement”"JOINDER AGREEMENT"); (c3) such proposed additional Originator shall have has delivered to the Buyer, Company and the Administrative Agent (as the Buyer’s assignee) and each Lender each of the documents with respect to such Originator described in Section 4.1, in each case in form SECTIONS 4.1 and substance satisfactory 4.2; 8 (4) unless the receivables intended to be sold by such additional Originator to the BuyerCompany hereunder are Receivables, the Administrative related underlying goods of which, are and will continue to be generated by an already existing Originator, the Agent (as the Buyer’s assignee) and each Lender; (d) no Termination Event or Unmatured Termination Event shall have occurred received a written statement from each of Xxxxx'x and be continuingS&P confirming that the addition of such Originator will not result in a downgrade or withdrawal of the current ratings of the Notes; and (e5) no Event of Default or Unmatured Event of Default Purchase and Sale Termination Date shall have occurred and be continuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, the Administrative Agent and each Lender (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender on or before the date of such addition: (a) the Servicer shall have given the Buyer, the Administrative Agent and each Lender at least thirty (30) days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Lender may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the Buyer, Buyer and the Administrative Agent and each Lender an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (c) such proposed additional Originator shall have delivered to the Buyer, Buyer and the Administrative Agent (as the Buyer’s assignee) and each Lender each of the documents with respect to such Originator described in Section 4.1, in each case in form and substance satisfactory to the Buyer, Buyer and the Administrative Agent (as the Buyer’s assignee) and each Lender); (d) no Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event shall have occurred and be continuing; and (e) no Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Additional Originators. (a) Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, the Borrower, the Administrative Agent and each Lender Group Agent (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Buyer, the Borrower, the Administrative Agent and each Lender Group Agent on or before the date of such addition: (ai) the Servicer shall have given the Buyer, the Borrower, the Administrative Agent and each Lender Group Agent at least thirty (30) days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Borrower, the Administrative Agent or any Lender Group Agent may reasonably request; (bii) such proposed additional Originator shall have executed and delivered to the Buyer, the Borrower, the Administrative Agent, each Group Agent and each Lender the Servicer an agreement substantially in the form attached hereto as Exhibit C B (a “Joinder Agreement”); (ciii) [reserved]; (iv) such proposed additional Originator shall have delivered to the Buyer, the Borrower, and the Administrative Agent (as the BuyerBorrower’s assignee) and each Lender each of the documents with respect to such Originator described in Section 4.1, in each case in form and substance reasonably satisfactory to the Buyer, the Borrower and the Administrative Agent (as the BuyerBorrower’s assignee) and each Lender); (dv) no Termination Event or Unmatured Purchase and Sale Termination Event shall have occurred and be continuing; and (evi) no Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, Buyer and the Administrative Agent and (each Lender (which consents may be granted or withheld acting in their its sole discretion); provided that the following conditions are satisfied or waived in writing by the Buyer and Administrative Agent and each Lender on or before the date of such addition: (a) the Servicer shall have given the Buyer, the Administrative Agent and each Lender at least thirty (30) days’ prior written notice (or such shorter period as may be agreed in writing by the Administrative Agent) of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Lender may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the Buyer, Buyer and the Administrative Agent and each Lender an agreement substantially in the form attached hereto as Exhibit C A (a “Joinder Agreement”); (c) such proposed additional Originator shall have delivered to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender each of the documents documents, certifications, opinions of counsel and lien searches with respect to such Originator described in Section 4.1Originator, which documents, certifications, opinions of counsel and lien searches were delivered to the Administrative Agent as conditions precedent to effectiveness of the Receivables Financing Agreement on the Closing Date with respect to Sabre, in each case case, in form and substance satisfactory to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender; (d) such addition shall not result in a Change in Control; (e) no Termination Event or Unmatured Sale Termination Event shall have occurred and be continuing; and; (ef) no Event of Default or Unmatured Event of a Potential Default shall have occurred exist or shall result from such addition; and (g) the Buyer, as borrower, the Servicer, and be continuingeach new Originator as lender, shall enter into a Subordinated Loan Agreement.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer and the Agent (as the Buyer’s assignee), the Administrative Agent and each Lender (which consents may be granted or withheld in their sole discretiondiscretion (any such Person so added, an “Additional Originator”); provided provided, that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender (as the Buyer’s assignee) on or before the date of such addition: (a) the Servicer shall have given the Buyer and the Agent (as the Buyer, the Administrative Agent and each Lender at least thirty (30’s assignee) days’ prior written notice of such proposed addition and the identity of the proposed additional Additional Originator and shall have provided such other information with respect to such proposed additional Originator addition as the Buyer or the Agent (as the Buyer, the Administrative Agent or any Lender ’s assignee) may reasonably requestrequire; (b) such proposed additional Additional Originator shall have executed and delivered to the Buyer and the Agent (as the Buyer’s assignee) a Joinder Agreement in such form as the Buyer and the Agent (as the Buyer’s assignee) reasonably may require (each such Joinder Agreement, the Administrative Agent and each Lender an agreement substantially in the form attached hereto as Exhibit C (a “UK Joinder Agreement”); (c) such proposed additional Additional Originator shall have delivered to the Buyer, Buyer and the Administrative Agent (as the Buyer’s assignee) and each Lender each of the documents with respect to such Originator described in Section 4.15.1, in each case in form and substance satisfactory to the Buyer, Buyer and the Administrative Agent (as the Buyer’s assignee) and each Lender;); and (d) no Termination Event of Default, Potential Event of Default or Unmatured Termination Amortization Event shall have occurred and be continuing; and (e) no Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the BuyerPurchaser, the Administrative Agent and each Lender (which consents may be granted or withheld in their sole discretion)Group Agent; provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender on or before the date of such addition: (a) the The Servicer shall have given the BuyerPurchaser, the Administrative Agent and each Lender Group Agent at least thirty (30) days’ days prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Lender Group Agent may reasonably request; (b) such proposed additional Originator shall have has executed and delivered to the BuyerPurchaser, the Administrative Agent and each Lender Group Agent an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (c) such proposed additional Originator shall have has delivered to the Buyer, Purchaser and the Administrative Agent (as the BuyerPurchaser’s assigneeassignees) and each Lender Group Agent each of the documents with respect to such Originator described in Section 4.14.1 and, in each case to the extent requested by the Agent or any Group Agent, such opinions covering matters similar to the matters covered by the opinions delivered on the Closing Date, in form and substance reasonably satisfactory to the BuyerPurchaser, the Administrative Agent (as the BuyerPurchaser’s assigneeassignees) and each LenderGroup Agent, from external counsel reasonably satisfactory to the Agent and each Group Agent (it being understood that external counsel that delivered opinions on the Closing Date shall be satisfactory to the Agent and each Group Agent for purposes of delivering similar opinions under this clause (c)); (d) no Termination Event or Unmatured Termination Event shall have occurred and be continuing; and (e) no Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, the Administrative Agent Administrator and each Lender Purchaser Agent (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Administrative Agent Administrator and each Lender Purchaser Agent on or before the date of such addition: (a) the Servicer shall have given the Buyer, the Administrative Agent Administrator and each Lender Purchaser Agent at least thirty (30) days’ ' prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent Administrator or any Lender Purchaser Agent may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the Buyer, the Administrative Agent Administrator and each Lender Purchaser Agent an agreement substantially in the form attached hereto as Exhibit C (a “"Joinder Agreement”"); (c) such proposed additional Originator shall have delivered to the Buyer, the Administrative Agent Administrator (as the Buyer’s 's assignee) and each Lender Purchaser Agent each of the documents with respect to such Originator described in Section 4.1, in each case in form and substance reasonably satisfactory to the Buyer, the Administrative Agent Administrator (as the Buyer’s 's assignee) and each LenderPurchaser Agent; (d) no Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event shall have occurred and be continuing; and (e) no Termination Event of Default or Unmatured Termination Event of Default shall have occurred and be continuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, Buyer and the Administrative Agent and each Lender (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender on or before the date of such addition: (a) the Servicer shall have given the Buyer, Buyer and the Administrative Agent and each Lender at least thirty (30) days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Lender may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the Buyer, Buyer and the Administrative Agent and each Lender an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (c) such proposed additional Originator shall have delivered to the Buyer, Buyer and the Administrative Agent (as the Buyer’s assignee) and each Lender each of the documents with respect to such Originator described in Section 4.1, in each case in form and substance satisfactory to the Buyer, Buyer and the Administrative Agent (as the Buyer’s assignee) and each Lender); (d) no Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event shall have occurred and be continuing; and (e) no Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the BuyerCompany, the Administrative Agent Administrator, the LC Bank and each Lender (which consents may be granted or withheld in their sole discretion)Purchaser Agent; provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender on or before the date of such addition: (a) the Servicer shall have given the BuyerCompany, the Administrative Agent Administrator and each Lender Purchaser Agent at least thirty (30) days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent Administrator or any Lender Purchaser Agent may reasonably request; (b) such proposed additional Originator shall have has executed and delivered to the BuyerCompany, the Administrative Agent Administrator and each Lender Purchaser Agent an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (c) such proposed additional Originator shall have has delivered to the Buyer, Company and the Administrative Agent Administrator (as the BuyerCompany’s assignee) and each Lender Purchaser Agent each of the documents with respect to such Originator described in Section 4.1Sections 4.1 and 4.2, in each case in form and substance satisfactory to the BuyerCompany, the Administrative Agent Administrator (as the BuyerCompany’s assignee) and each LenderPurchaser Agent; (d) no Termination Event unless the receivables intended to be sold by such additional Originator to the Company hereunder are Receivables, the related underlying goods or Unmatured Termination Event services of which, are and will continue to be generated by an already existing Originator, the Administrator shall have occurred and be continuingreceived, to the extent required by the securitization program of any Conduit Purchaser, a written statement from each applicable Rating Agency confirming that the addition of such Originator will not result in a downgrade or withdrawal of the current ratings of the Notes; and (e) no Event of Default Purchase and Sale Termination Date or Unmatured Event of Default Purchase and Sale Termination Date shall have occurred and be continuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, the Administrative Agent and each Lender (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender on or before the date of such addition: (a) the Servicer shall have given the Buyer, the Administrative Agent and each Lender at least thirty (30) days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Lender may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the Buyer, the Administrative Agent and each Lender an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (c) such proposed additional Originator shall have delivered to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender each of the documents with respect to such Originator described in Section 4.1, in each case in form and substance reasonably satisfactory to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender; (d) no Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event shall have occurred and be continuing; and (e) no Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the BuyerCompany, the Administrative each Agent and each Lender (which consents may be granted or withheld in their sole discretion)Group Agent; provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender on or before the date of such addition: (a) the The Servicer shall have given the BuyerCompany, the Administrative each Agent and each Lender Group Agent at least thirty (30) days’ days prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative any Agent or any Lender Group Agent may reasonably request; (b) such proposed additional Originator shall have has executed and delivered to the BuyerCompany, the Administrative each Agent and each Lender Group Agent an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (c) such proposed additional Originator shall have has delivered to the Buyer, the Administrative Company and each Agent (as the BuyerCompany’s assigneeassignees) and each Lender Group Agent each of the documents with respect to such Originator described in Section 4.14.1 and, in each case to the extent requested by any Agent or any Group Agent, such opinions covering matters similar to the matters covered by the opinions delivered on the Closing Date, in form and substance reasonably satisfactory to the BuyerCompany, the Administrative each Agent (as the BuyerCompany’s assigneeassignees) and each LenderGroup Agent, from external counsel reasonably satisfactory to each Agent and each Group Agent (it being understood that external counsel that delivered opinions on the Closing Date shall be satisfactory to each Agent and each Group Agent for purposes of delivering similar opinions under this clause (c)); (d) no Termination Event or Unmatured Termination Event shall have occurred and be continuing[reserved]; and (e) no Event of Default or Unmatured Event of Default the Purchase and Sale Termination Date shall not have occurred and be continuingcontinuing with respect to all Originators then party to this Agreement.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the BuyerPurchaser, the Administrative each Agent and each Lender (which consents may be granted or withheld in their sole discretion)Group Agent; provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender on or before the date of such addition: (a) the The Servicer shall have given the BuyerPurchaser, the Administrative each Agent and each Lender Group Agent at least thirty (30) days’ days prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative any Agent or any Lender Group Agent may reasonably request; (b) such proposed additional Originator shall have has executed and delivered to the BuyerPurchaser, the Administrative each Agent and each Lender Group Agent an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (c) such proposed additional Originator shall have has delivered to the Buyer, the Administrative Purchaser and each Agent (as the BuyerPurchaser’s assigneeassignees) and each Lender Group Agent each of the documents with respect to such Originator described in Section 4.14.1 and, in each case to the extent requested by the any Agent or any Group Agent, such opinions covering matters similar to the matters covered by the opinions delivered on the Closing Date, in form and substance reasonably satisfactory to the BuyerPurchaser, the Administrative each Agent (as the BuyerPurchaser’s assigneeassignees) and each LenderGroup Agent, from external counsel reasonably satisfactory to each Agent and each Group Agent (it being understood that external counsel that delivered opinions on the Closing Date shall be satisfactory to each Agent and each Group Agent for purposes of delivering similar opinions under this clause (c)); (d) no Termination Event or Unmatured Termination Event shall have occurred and be continuing[Reserved]; and (e) no Event of Default or Unmatured Event of Default the Purchase and Sale Termination Date shall not have occurred and be continuingcontinuing with respect to all Originators then party to this Agreement.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the BuyerCompany, the Administrative Agent Administrator and each Lender (which consents may be granted or withheld in their sole discretion)Purchaser Agent; provided that the following conditions are satisfied (or waived in writing by the Administrative Agent Company, the Administrator and each Lender Purchaser Agent) on or before the date of such addition: (a) the The Servicer shall have given the BuyerCompany, the Administrative Agent Administrator and each Lender Purchaser Agent at least thirty (30) days’ days prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent Administrator or any Lender Purchaser Agent may reasonably request; (b) such proposed additional Originator shall have has executed and delivered to the BuyerCompany, the Administrative Agent Administrator and each Lender Purchaser Agent an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (c) such proposed additional Originator shall have has delivered to the Buyer, Company and the Administrative Agent Administrator (as the BuyerCompany’s assignee) and each Lender Purchaser Agent each of the documents with respect to such Originator described in Section 4.1Sections 4.1 and 4.2, in each case in form and substance satisfactory to the BuyerCompany, the Administrative Agent Administrator (as the BuyerCompany’s assignee) and each Lender;Purchaser Agent; and (d) no Purchase and Sale Termination Event or Unmatured Termination Event shall have occurred and be continuing; and (e) no Event of Default or Unmatured Event of Default Date shall have occurred and be continuing.

Additional Originators. (a) Additional Persons may be added as Originators hereunder, with the prior written consent of the BuyerCompany, the Administrative Agent and each Lender Group Agent (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender Group Agent on or before the date of such addition: (ai) the Servicer shall have given the BuyerCompany, the Administrative Agent and each Lender Group Agent at least thirty (30) days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the BuyerCompany, the Administrative Agent or any Lender Group Agent may reasonably request; (bii) such proposed additional Originator shall have executed and delivered to the BuyerCompany, the Administrative Agent, each Group Agent and each Lender the Servicer an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (ciii) the Performance Guarantor shall have delivered a reaffirmation, acknowledgment and consent with respect to the Joinder Agreement of such proposed additional Originator; (iv) such proposed additional Originator shall have delivered to the Buyer, Company and the Administrative Agent (as the BuyerCompany’s assignee) and each Lender each of the documents with respect to such Originator described in Section 4.1, in each case in form and substance reasonably satisfactory to the Buyer, Company and the Administrative Agent (as the BuyerCompany’s assignee) and each Lender); (dv) no Termination Event or Unmatured Purchase and Sale Termination Event shall have occurred and be continuing; and (evi) no Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, the Administrative Agent and each Lender Purchaser (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender Purchaser on or before the date of such addition: (a) the Servicer shall have given the Buyer, the Administrative Agent and each Lender Purchaser at least thirty fifteen (3015) days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Lender Purchaser may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the Buyer, the Administrative Agent and each Lender Purchaser an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (c) such proposed additional Originator shall have delivered to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender Purchaser each of the documents with respect to such Originator described in Section 4.1, in each case in form and substance satisfactory to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each LenderPurchaser; (d) no Termination Event or Unmatured Termination Event shall have occurred and be continuing; and (e) no Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, the Administrative Agent and each Lender (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender on or before the date of such addition: (a) the Servicer shall have given the Buyer, the Administrative Agent and each Lender at least thirty (30) days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Lender may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the Buyer, the Administrative Agent and each Lender an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (c) such proposed additional Originator shall have delivered to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender each of the documents with respect to such Originator described in Section 4.1, in each case in form and substance reasonably satisfactory to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender; (d) no Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event shall have occurred and be continuing; and (e) no Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, the Administrative Agent and each Lender Group Agent (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender Group Agent on or before the date of such addition: (a) the Servicer shall have given the Buyer, the Administrative Agent and each Lender Group Agent at least thirty (30) days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Lender Group Agent may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the Buyer, the Administrative Agent and each Lender Group Agent an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (c) such proposed additional Originator shall have delivered to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender Group Agent each of the documents with respect to such Originator described in Section 4.1, in each case in form and substance satisfactory to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each LenderGroup Agent; (d) no Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event shall have occurred and be continuing; and (e) no Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer and the Agent (as the Buyer’s assignee), the Administrative Agent and each Lender (which consents may be granted or withheld in their sole discretion); provided provided, that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender (as the Buyer’s assignee) on or before the date of such addition: (a) the Servicer shall have given the Buyer and the Agent (as the Buyer, the Administrative Agent and each Lender at least thirty (30’s assignee) days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator addition as the Buyer or the Agent (as the Buyer, the Administrative Agent or any Lender ’s assignee) may reasonably requestrequire; (b) such proposed additional Originator shall have executed and delivered to the Buyer and the Agent (as the Buyer, ’s assignee) a joinder agreement in such form as the Administrative Buyer and the Agent and each Lender an agreement substantially in (as the form attached hereto as Exhibit C (a “Joinder Agreement”)Buyer’s assignee) reasonably may require; (c) such proposed additional Originator shall have delivered to the Buyer, Buyer and the Administrative Agent (as the Buyer’s assignee) and each Lender each of the documents with respect to such Originator described in Section 4.15.1, in each case in form and substance satisfactory to the Buyer, Buyer and the Administrative Agent (as the Buyer’s assignee) and each Lender;); and (d) no Termination Event of Default, Potential Event of Default or Unmatured Termination Amortization Event shall have occurred and be continuing; and (e) no Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the BuyerCompany, the Administrative Agent and each Lender Group Agent (which consents may be granted or withheld in their sole discretion); provided provided, that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender Group Agent on or before the date of such addition: (a) the Servicer shall have given the BuyerCompany, the Administrative Agent and each Lender Group Agent at least thirty (30) days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the BuyerCompany, the Administrative Agent or any Lender Group Agent may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the BuyerCompany, the Administrative Agent and each Lender Group Agent an agreement substantially in the form attached hereto as Exhibit C B (a “Joinder Agreement”); (c) such proposed additional Originator shall have delivered to the BuyerCompany, the Administrative Agent (as the BuyerCompany’s assignee) and each Lender Group Agent each of the documents with respect to such Originator described in Section 4.1, in each case in form and substance satisfactory to the BuyerCompany, the Administrative Agent (as the BuyerCompany’s assignee) and each LenderGroup Agent; (d) no Termination Event or Unmatured Termination Event shall have occurred and be continuing; and (e) no Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, the Administrative Agent and each Lender Group Agent (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender Group Agent on or before the date of such addition: (a) the Servicer shall have given the Buyer, the Administrative Agent and each Lender Group Agent at least thirty (30) days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Lender Group Agent may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the Buyer, the Administrative Agent and each Lender Group Agent an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (c) such proposed additional Originator shall have delivered to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender Group Agent each of the documents with respect to such Originator described in Section 4.1, in each case in form and substance satisfactory to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each LenderGroup Agent; (d) no Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event shall have occurred and be continuing; and (e) no Event of Default or Termination, Unmatured Event of Default Termination, Non-Reinvestment Event or Unmatured Non-Reinvestment Event shall have occurred and be continuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, the Administrative Agent and each Lender Group Agent (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender Group Agent on or before the date of such addition: (a) the Servicer shall have given the Buyer, the Administrative Agent and each Lender Group Agent at least thirty (30) days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Lender Group Agent may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the Buyer, the Administrative Agent and each Lender Group Agent an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (c) such proposed additional Originator shall have delivered to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender Group Agent each of the documents with respect to such Originator described in Section 4.1, in each case in form and substance satisfactory to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each LenderGroup Agent; (d) no Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event shall have occurred and be continuing; and (e) no Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, the Administrative Agent and each Lender (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender on or before the date of such addition: (a) the Servicer shall have given the Buyer, the Administrative Agent and each Lender at least thirty (30) days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Lender may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the Buyer, the Administrative Agent and each Lender Lender, an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (c) such proposed additional Originator shall have delivered to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender each of the documents with respect to such Originator described in Section 4.1, in each case in form and substance satisfactory to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender; (d) no Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event shall have occurred and be continuing; and (e) no Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, Buyer and the Administrative Agent and (each Lender (which consents may be granted or withheld acting in their its sole discretion); provided that the following conditions are satisfied or waived in writing by the Buyer and Administrative Agent and each Lender on or before the date of such addition: (a) the Servicer shall have given the Buyer, Buyer and the Administrative Agent and each Lender at least thirty ten (3010) days’ prior written notice (or such shorter period as may be agreed in writing by the Administrative Agent) of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, Buyer or the Administrative Agent or any Lender may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the Buyer, Buyer and the Administrative Agent and each Lender an agreement substantially in the form attached hereto as Exhibit C A (a “Joinder Agreement”); (c) such proposed additional Originator shall have delivered to the Buyer, Buyer and the Administrative Agent (as the Buyer’s assignee) and each Lender each of the documents documents, certifications, opinions of counsel and lien searches with respect to such Originator described in Section 4.1Originator, which documents, certifications, opinions of counsel and lien searches were delivered to the Administrative Agent as conditions precedent to effectiveness of the Receivables Purchase Agreement on the Closing Date with respect to KHLP, in each case case, in form and substance satisfactory to the Buyer, Buyer and the Administrative Agent (as the Buyer’s assignee) and each LenderAgent; (d) such addition shall not result in a Change in Control; (e) no Termination Event or Unmatured Termination Event shall have occurred and be continuing; and (ef) no Event of Default or Unmatured Event of Potential Default shall have occurred and be continuingexist or shall result from such addition.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the BuyerCompany and the Administrator and 747538185 22708133 3 Purchase and Sale Agreement each Lender, the Administrative Agent and each Lender (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender on or before the date of such addition: (a) the The Servicer shall have given the Buyer, the Administrative Agent Administrator and each Lender and the Company at least thirty (30) days’ days prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Administrator and each Lender may reasonably request; (b) such proposed additional Originator shall have has executed and delivered to the Buyer, Company and the Administrative Agent Administrator and each Lender an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (c) such proposed additional Originator shall have has delivered to the Buyer, Company and the Administrative Agent (as the Buyer’s assignee) Administrator and each Lender each of the documents with respect to such Originator described in Section 4.1, in each case in form Sections 4.1 and substance satisfactory to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender4.2; (d) no Termination Event or Unmatured Termination Event the receivables intended to be sold by such additional Originator to the Company hereunder shall have occurred and be continuing; andReceivables; (e) no Event of Default or Unmatured Purchase and Sale Termination Date shall have occurred; (f) no Event of Default shall have occurred and be continuing; (g) such proposed additional Originator is organized under the laws of the United States or any state thereof; and (h) the Performance Guaranty shall have been amended or otherwise modified in order to provide for the guaranty of such additional Originator’s obligations hereunder and under each of the other Transaction Documents, which amendments and modifications shall be in form and substance reasonably acceptable to the Administrator.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, the Administrative Agent and each Lender Group Agent (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender Group Agent on or before the date of such addition: (a) the Servicer shall have given the Buyer, the Administrative Agent and each Lender Group Agent shall have received at least thirty (30) days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided received such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Lender Group Agent may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the Buyer, the Administrative Agent and each Lender Group Agent an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (c) such proposed additional Originator shall have delivered to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender Group Agent each of the documents with respect to such Originator described in Section 4.1, in each case in form and substance satisfactory to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each LenderGroup Agent; (d) NCR shall have executed and delivered to the Administrative Agent (for the benefit of the Credit Parties) a performance guaranty in form and substance acceptable to the Administrative Agent guarantying the payment and performance by such additional Originator of all of its obligations hereunder and under the Transaction Documents to which it is a party; (e) no Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event shall have occurred and be continuing; and (f) no Termination Event or Unmatured Termination Event shall have occurred and be continuing; and (e) no Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the BuyerCompany, the Administrative Agent Administrator and each Lender (which consents may be granted or withheld in their sole discretion)Purchaser; provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender on or before the date of such addition: (a) the Servicer shall have given the BuyerCompany, the Administrative Agent Administrator and each Lender Purchaser at least thirty (30) days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the BuyerCompany, the Administrative Agent Administrator or any Lender Purchaser may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the BuyerCompany, the Administrative Agent Administrator and each Lender Purchaser an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (c) such proposed additional Originator shall have delivered to the Buyer, Company and the Administrative Agent Administrator (as the BuyerCompany’s assignee) and each Lender each of the documents with respect to such Originator described in Section 4.1, in each case in form and substance reasonably satisfactory to the Buyer, Company and the Administrative Agent Administrator (as the BuyerCompany’s assignee) and each Lender); (d) no Termination Event or Unmatured Termination Event Swift shall have occurred delivered a performance guaranty in favor of the Administrator, in form and substance reasonably acceptable to the Administrator; (e) unless the receivables intended to be continuingsold by such additional Originator to the Company hereunder are Receivables, the related underlying goods or services of which are and will continue to be generated by an already existing Originator, the Rating Agency Condition shall have been satisfied with respect to the addition of such Originator; and (ef) no Event of Default or Unmatured Event of Default Purchase and Sale Termination Date shall have occurred and be continuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, the Administrative Agent Administrator and each Lender Purchaser Agent (which such consents may not to be granted unreasonably withheld or withheld in their sole discretiondelayed); provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender on or before the date of such addition: (a) the Servicer shall have given the Buyer, the Administrative Agent Administrator and each Lender Purchaser Agent at least thirty (30) days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent Administrator or any Lender Purchaser Agent may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the Buyer, the Administrative Agent Administrator and each Lender Purchaser Agent an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (c) such proposed additional Originator shall have delivered to the Buyer, the Administrative Agent Administrator (as the Buyer’s assignee) and each Lender Purchaser Agent each of the documents with respect to such Originator described in Section 4.1, in each case in form and substance reasonably satisfactory to the Buyer, the Administrative Agent Administrator (as the Buyer’s assignee) and each LenderPurchaser Agent; (d) no Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event shall have occurred and be continuing; and (e) no Termination Event of Default or Unmatured Termination Event of Default shall have occurred and be continuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, Buyer and the Administrative Agent and (each Lender (which consents may be granted or withheld acting in their its sole discretion); provided that the following conditions are satisfied or waived in writing by the Buyer and Administrative Agent and each Lender on or before the date of such addition: (a) the Servicer shall have given the Buyer, the Administrative Agent and each Lender at least thirty (30) days’ prior written notice (or such shorter period as may be agreed in writing by the Administrative Agent) of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Lender may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the Buyer, Buyer and the Administrative Agent and each Lender an agreement substantially in the form attached hereto as Exhibit C A (a “Joinder Agreement”); (c) such proposed additional Originator shall have delivered to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender each of the documents documents, certifications, opinions of counsel and lien searches with respect to such Originator described in Section 4.1Originator, which documents, certifications, opinions of counsel and lien searches were delivered to the Administrative Agent as conditions precedent to effectiveness of the Receivables Financing Agreement on the Closing Date with respect to Sabre, in each case case, in form and substance satisfactory to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender; (d) such addition shall not result in a Change in Control; (e) no Termination Event or Unmatured Sale and Contribution Termination Event shall have occurred and be continuing; and (ef) no Event of Default or Unmatured Event of a Potential Default shall have occurred and be continuingexist or shall result from such addition.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer and the Agent (as the Buyer’s assignee), the Administrative Agent and each Lender (which consents may be granted or withheld in their sole discretiondiscretion (any such Person so added, an “Additional Originator”); provided provided, that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender (as the Buyer’s assignee) on or before the date of such addition: (a) the Servicer shall have given the Buyer and the Agent (as the Buyer, the Administrative Agent and each Lender at least thirty (30’s assignee) days’ prior written notice of such proposed addition and the identity of the proposed additional Additional Originator and shall have provided such other information with respect to such proposed additional Originator addition as the Buyer or the Agent (as the Buyer, the Administrative Agent or any Lender ’s assignee) may reasonably requestrequire; (b) such proposed additional Additional Originator shall have executed and delivered to the Buyer and the Agent (as the Buyer’s assignee) a Joinder Agreement in such form as the Buyer and the Agent (as the Buyer’s assignee) reasonably may require (each such Joinder Agreement, the Administrative Agent and each Lender an agreement substantially in the form attached hereto as Exhibit C (a “US Joinder Agreement”); (c) such proposed additional Additional Originator shall have delivered to the Buyer, Buyer and the Administrative Agent (as the Buyer’s assignee) and each Lender each of the documents with respect to such Originator described in Section 4.15.1, in each case in form and substance satisfactory to the Buyer, Buyer and the Administrative Agent (as the Buyer’s assignee) and each Lender;); and (d) no Termination Event of Default, Potential Event of Default or Unmatured Termination Amortization Event shall have occurred and be continuing; and (e) no Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, the Administrative Agent and each Lender (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender on or before the date of such addition: (a) the Servicer shall have given the Buyer, the Administrative Agent and each Lender at least thirty (30) days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Lender may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the Buyer, the Administrative Agent and each Lender an agreement substantially in the form attached hereto as Exhibit C (a “Joinder Agreement”); (c) such proposed additional Originator shall have delivered to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender each of the documents with respect to such Originator described in Section 4.1, in each case in form and substance satisfactory to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender; (d) no Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event shall have occurred and be continuing; and (e) no Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, the Administrative Agent and each Lender (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender on or before the date of such addition: (a) the Servicer shall have given the Buyer, the Administrative Agent and each Lender at least thirty (30) days’ prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Lender may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the Buyer, the Administrative Agent and each Lender an agreement substantially in the form attached hereto as Exhibit C B (a “Joinder Agreement”); (c) such proposed additional Originator shall have delivered to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender each of the documents with respect to such Originator described in Section 4.1, in each case in form and substance satisfactory to the Buyer, the Administrative Agent (as the Buyer’s assignee) and each Lender; (d) no Sale and Contribution Termination Event or Unmatured Sale and Contribution Termination Event shall have occurred and be continuing; and (e) no Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, the Administrative Agent and each Lender (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Buyer, the Administrative Agent and each Lender on or before the date of such addition: (a) the The Buyer or Servicer shall have given the Buyer, the Administrative Agent and each Lender at least thirty (30) days’ days prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, the Administrative Agent or any Lender may reasonably request; (b) such proposed additional Originator shall have has executed and delivered to the Buyer, Buyer and the Administrative Agent and each Lender an agreement substantially in the form attached hereto as Exhibit C B (a “Joinder Agreement”); (c) such proposed additional Originator shall have has delivered to the Buyer, the Borrower and the Administrative Agent (as the total assignee of the Buyer’s assignee) and each Lender each of the documents with respect to such Originator described in Section 4.1Sections 4.1 and 4.3, in each case in form and substance satisfactory to the Buyer, Borrower and the Administrative Agent (as the total assignee of the Buyer’s assignee) and each Lender); (d) no Termination Event or Unmatured Termination Event shall have occurred and be continuing; and (e) no Event of Default or Unmatured Event of Default the Purchase and Sale Termination Date shall not have occurred and be continuingoccurred.

Additional Originators. Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, Buyer and the Administrative Agent and (each Lender (which consents may be granted or withheld acting in their its sole discretion); provided that the following conditions are satisfied or waived in writing by the Buyer and Administrative Agent and each Lender on or before the date of such addition: (a) the Servicer shall have given the Buyer, Buyer and the Administrative Agent and each Lender at least thirty ten (3010) days’ prior written notice (or such shorter period as may be agreed in writing by the Administrative Agent) of such proposed addition and the identity of the proposed additional Originator and shall have provided such other information with respect to such proposed additional Originator as the Buyer, Buyer or the Administrative Agent or any Lender may reasonably request; (b) such proposed additional Originator shall have executed and delivered to the Buyer, Buyer and the Administrative Agent and each Lender an agreement substantially in the form attached hereto as Exhibit C A (a “Joinder Agreement”); (c) such proposed additional Originator shall have delivered to the Buyer, Buyer and the Administrative Agent (as the Buyer’s assignee) and each Lender each of the documents documents, certifications, opinions of counsel and lien searches with respect to such Originator described in Section 4.1Originator, which documents, certifications, opinions of counsel and lien searches were delivered to the Administrative Agent as conditions precedent to effectiveness of the Receivables Purchase Agreement on the Closing Date with respect to Mativ, in each case case, in form and substance satisfactory to the Buyer, Buyer and the Administrative Agent (as the Buyer’s assignee) and each LenderAgent; (d) such addition shall not result in a Change in Control; (e) no Termination Event or Unmatured Termination Event shall have occurred and be continuing; and (ef) no Event of Default or Unmatured Event of Potential Default shall have occurred and be continuingexist or shall result from such addition.