Common use of Excluded Originator Clause in Contracts

Excluded Originator. Subject to the Buyer's obligations under the Credit and Security Agreement, Buyer shall be permitted to, at any time and from time to time after the date hereof, terminate an Originator under this Agreement (such Originator, an “Excluded Originator”) by delivery of prior written notice to each of the other parties hereto and the Administrative Agent, which notice shall specify the effective date (the “Effective Date”) of such termination (such Effective Date not to occur earlier than the end of the Calculation Period during which such notice is given). With effect from the Effective Date set forth in such notice, Buyer, Smithfield, SFFC and each of the other Originators hereby release and discharge the Excluded Originator from any future obligations arising under this Agreement, including the obligation to sell Receivables to the Buyer, and each Receivable originated by such Excluded Originator shall be deemed to be an Excluded Receivable; provided, that (a) all of such Excluded Originator's then existing obligations, indebtedness and liabilities arising hereunder and the other Transaction Documents to which it is a party in respect of Receivables that were sold pursuant hereto prior to the Effective Date and (b) the provisions described in Section 7.10(d) as they relate to such Excluded Originator shall survive such termination. Solely to the extent relating to Excluded Receivables, Buyer shall terminate or amend any UCC or PPSA financing statement filed naming Buyer as secured party and the Excluded Originator as debtor, (b) terminate any Collection Account Agreement governing any Lock-Box or Collection Account relating to such Excluded Originator and (c) take any other actions as may be appropriate to evidence or record the termination of such Excluded Originator contemplated hereby. Each Excluded Originator agrees that this Agreement and the other Transaction Documents may be amended or otherwise modified after the effective date of such release without the consent or approval of such Excluded Originator and the Excluded Originator shall no longer be considered a party thereto (except with respect to (a) such Excluded Originators obligation's, indebtedness and liabilities arising under this Agreement the other Transaction Documents to which it is a party in respect of Receivables sold hereunder prior to the Effective Date and existing as of the Effective Date and (b) the provisions described in Section 7.10(d) as they relate to such Excluded Originator); provided that no such amendment or other modification that could reasonably be expected to adversely affect the rights and protections afforded to such Excluded Originator under this Section 1.8 shall be effective unless agreed to in writing by such Excluded Originator.

Excluded Originator. Subject to the Buyer's obligations under the Credit and Security Agreement, Buyer shall be permitted to, at The Servicer may designate any time and from time to time after the date hereof, terminate an Originator under this Agreement (such Originator, as an “Excluded Originator”) ” following any Unmatured Event of Termination or Event of Termination, but not later than the third Business Day following any Event of Termination, that has occurred and results solely from an event or circumstance affecting such Originator by delivery of prior written notice to each of the other parties hereto Collateral Agent and the Administrative Agent, which notice shall specify specifying the effective date of such designation (the “Exclusion Effective Date”” for such Excluded Originator) if all of the following conditions are then satisfied: (a) such Unmatured Event of Termination or Event of Termination, as the case may be, would not have occurred if such Originator had not been a party to the Sale Agreement as an Originator thereunder at the time it occurred; (b) no other Unmatured Event of Termination, Event of Termination, Collection Control Event, or Non-Reinvestment Event has occurred and is continuing or would occur as a result of such termination designation; (i) the Servicer shall have prepared and forwarded to the Collateral Agent and the Administrative Agent a pro forma Information Package for the immediately preceding Reporting Date, which pro forma Information Package shall be prepared excluding the Receivables relating to such Effective Date Originator from the Pool Receivables and the Net Portfolio Balance relating to each Receivable Pool for all purposes, and (ii) such pro forma Information Package does not report any Unmatured Event of Termination, Event of Termination, Collection Control Event, or Non-Reinvestment Event on a pro forma basis (giving effect to any reduction of the Purchaser Group Investments to occur earlier than concurrently with such designation); (d) the end aggregate Unpaid Balances of the Calculation Period during which such notice is given). With effect from the Effective Date set forth in such notice, Buyer, Smithfield, SFFC and each of the other Originators hereby release and discharge the Excluded Originator from any future obligations arising under this Agreement, including the obligation to sell Receivables to the Buyer, and each Receivable originated by such Originator or Receivables assigned or transferred to such Originator by an ISC Dealer in respect of ISC Dealer Receivables, reflected in the most recently delivered Information Package, (i) when added to the aggregate Unpaid Balances of Receivables that were excluded from the Net Portfolio Balance in respect of all Receivable Pools by the designation of any other Excluded Originators pursuant to this Section 13.18 during the twelve (12) most recently completed calendar months (measured at the time of their respective Exclusion Effective Dates), is less than 1.00% of the average monthly aggregate Unpaid Balances of the Pool Receivables in respect of all Receivable Pools during the twelve (12) most recently completed calendar months, and (ii) when added to the aggregate Unpaid Balances of Receivables that were excluded from the Net Portfolio Balance of all Receivable Pools by the designation of any other Excluded Originators pursuant to this Section 13.18 at any time (measured at the time of their respective Exclusion Effective Dates), is less than 3.00% of the average monthly aggregate Unpaid Balance of all Receivables during the twelve (12) most recently completed calendar months; and (e) on its Exclusion Effective Date, (x) such Excluded Originator ceases to hold any membership or other equity interest (including a Preferred Membership Interest) in any Seller and no Change of Control would result therefrom (provided, that any such change in ownership in a Seller shall not be deemed to be an Excluded Receivable; provided, that (a) all a Change of Control if one or more Originators own 100% of the Voting Securities of such Seller immediately following the Exclusion Effective Date), (y) any debts or amounts owing by the Sellers to such Excluded Originator's then existing obligationsOriginator under the Sale Agreement and otherwise have been paid in full, indebtedness and liabilities arising hereunder (z) such Excluded Originator has ceased to be a party to the Sale Agreement in accordance with the terms thereof. Any pro forma Information Package provided pursuant to this Section 13.18 shall be subject to the representations, warranties, and indemnifications contained in herein and the other Transaction Documents on the same basis as any other Information Package. The representations, covenants, and provisions of this Agreement applicable to which it is a party in respect of Receivables that were sold pursuant hereto prior an Originator shall no longer be applicable to an Excluded Originator after the Exclusion Effective Date and (b) the provisions described in Section 7.10(d) as they relate to for such Excluded Originator Originator. The parties hereto shall survive such termination. Solely work together in good faith to the extent relating to Excluded Receivables, Buyer shall terminate or amend effectuate any UCC or PPSA financing statement filed naming Buyer as secured party and the Excluded Originator as debtor, (b) terminate any Collection Account Agreement governing any Lock-Box or Collection Account relating to such Excluded Originator and (c) take any other actions as may be appropriate to evidence or record in connection with the termination designation of such an Originator as an Excluded Originator. For the avoidance of doubt, any Pool Receivables originated by an Excluded Originator contemplated hereby. Each or any Receivable assigned or transferred by an ISC Dealer to an Excluded Originator agrees that this Agreement and in the other Transaction Documents may be amended or otherwise modified after the effective date case of such release without the consent or approval of such Excluded Originator and the Excluded Originator shall no longer be considered a party thereto (except with respect to (a) such Excluded Originators obligation'san ISC Dealer Receivable, indebtedness and liabilities arising under this Agreement the other Transaction Documents to which it is a party in respect of Receivables sold hereunder prior to the its related Exclusion Effective Date and existing as of the shall continue to constitute Pool Receivables for all purposes after such Exclusion Effective Date and (b) the provisions described in Section 7.10(d) as they relate to such Excluded Originator); provided that no such amendment or other modification that could reasonably be expected to adversely affect the rights and protections afforded to such Excluded Originator under this Section 1.8 shall be effective unless agreed to in writing by such Excluded OriginatorDate.

Excluded Originator. Subject The Servicer may designate any Originator as an “Excluded Originator” following any Unmatured Event of Termination or Event of Termination, but not later than the third Business Day following any Event of Termination, that has occurred and results solely from an event or circumstance affecting such Originator by written notice to the Buyer's obligations under Collateral Agent and each Administrative Agent, specifying the Credit effective date of such designation (the “Exclusion Effective Date” for such Excluded Originator) if all of the following conditions are then satisfied: (a) such Unmatured Event of Termination or Event of Termination, as the case may be, would not have occurred if such Originator had not been a party to this Agreement as an Originator at the time it occurred; (b) no other Unmatured Event or Termination, Event of Termination, Collection Control Event or Non-Reinvestment Event has occurred and Security Agreementis continuing or would occur as a result of such designation; (i) the Servicer shall have prepared and forwarded to the Collateral Agent and each Administrative Agent a pro forma Information Package for the immediately preceding Reporting Date, Buyer which pro forma Information Package shall be permitted toprepared excluding the Receivables relating to such Originator from the Pool Receivables relating to each Receivable Pool and the Net Portfolio Balance relating to each Receivable Pool for all purposes, and (ii) such pro forma Information Package does not report any Unmatured Event of Termination, Event of Termination, Collection Control Event or Non-Reinvestment Event on a pro forma basis (giving effect to any reduction of the Purchaser Group Investments to occur concurrently with such designation); (d) the aggregate Unpaid Balance of Receivables relating to each Receivable Pool originated by such Originator reflected in the most recently delivered Information Package, (i) when added to the aggregate Unpaid Balance of Receivables that were excluded from the Net Portfolio Balance in respect of both Receivable Pools by the designation of any other Excluded Originators pursuant to this Section 5.6 during the 12 most recently completed calendar months (measured at the time of their respective Exclusion Effective Dates), is less than 1.00% of the average monthly aggregate Unpaid Balance of the Pool Receivables in respect of both Receivable Pools during the 12 most recently completed calendar months, and (ii) when added to the aggregate Unpaid Balance of Receivables that were excluded from the Net Portfolio Balance in respect of both Receivable Pools by the designation of any other Excluded Originators pursuant to this Section 5.6 at any time (measured at the time of their respective Exclusion Effective Dates), is less than 3.00% of the average monthly aggregate Outstanding Balance of all Receivables during the 12 most recently completed calendar months ; and (e) on its Exclusion Effective Date, (x) such Excluded Originator ceases to hold any membership or other equity interest in any Buyer and from time no Change of Control would result therefrom (provided that any such change in ownership in a Buyer shall not be deemed to time after be a Change of Control), (y) any debts or amounts owing by the date hereof, terminate an Buyers to such Excluded Originator under this Agreement and otherwise have been paid in full and (such Originator, an “Excluded Originator”z) by delivery of prior written notice to each of the other parties hereto and the Administrative Agent, which notice shall specify the effective date (the “Effective Date”) of such termination (such Effective Date not to occur earlier than the end of the Calculation Period during which such notice is given). With effect from the Effective Date set forth in such notice, Buyer, Smithfield, SFFC and each of the other Originators hereby release and discharge the Excluded Originator from any future obligations arising under this Agreement, including the obligation to sell Receivables to the Buyer, and each Receivable originated by such Excluded Originator has ceased to be a party to this Agreement in accordance with the terms hereof. Any pro forma Information Package provided pursuant to this Agreement or Section 13.18 of the Receivables Purchase Agreement shall be deemed subject to be an Excluded Receivable; providedthe representations, that (a) all of such Excluded Originator's then existing obligations, indebtedness warranties and liabilities arising hereunder indemnifications contained herein and the other Transaction Documents to which it is a party in respect of Receivables that were sold pursuant hereto prior to on the Effective Date and (b) the provisions described in Section 7.10(d) same basis as they relate to such Excluded Originator shall survive such termination. Solely to the extent relating to Excluded Receivables, Buyer shall terminate or amend any UCC or PPSA financing statement filed naming Buyer as secured party and the Excluded Originator as debtor, (b) terminate any Collection Account Agreement governing any Lock-Box or Collection Account relating to such Excluded Originator and (c) take any other actions as may be appropriate to evidence or record the termination Information Package. The representations, covenants and provisions of such Excluded Originator contemplated hereby. Each Excluded Originator agrees that this Agreement and the other Transaction Documents may be amended or otherwise modified after the effective date of such release without the consent or approval of such Excluded Originator and the Excluded applicable to an Originator shall no longer be considered a party thereto (except with respect applicable to (a) such an Excluded Originators obligation's, indebtedness and liabilities arising under this Agreement Originator after the other Transaction Documents to which it is a party in respect of Receivables sold hereunder prior to the Exclusion Effective Date and existing as of the Effective Date and (b) the provisions described in Section 7.10(d) as they relate to for such Excluded Originator); provided that no such amendment or other modification that could reasonably . The parties hereto shall work together in good faith to effectuate any actions as may be expected to adversely affect appropriate in connection with the rights and protections afforded to such designation of an Originator as an Excluded Originator. For the avoidance of doubt, any Receivables originated by an Excluded Originator under this Section 1.8 prior to its related Exclusion Effective Date shall continue to be effective unless agreed to owned by the applicable Buyers and constitute Pool Receivables for all purposes, in writing by each case, after such Excluded OriginatorExclusion Effective Date.

Excluded Originator. Subject to the Buyer's obligations under the Credit and Security Agreement, Buyer shall be permitted to, at The Servicer may designate any time and from time to time after the date hereof, terminate an Originator under this Agreement (such Originator, as an “Excluded Originator”) ” following any Unmatured Event of Termination or Event of Termination, but not later than the third Business Day following any Event of Termination, that has occurred and results solely from an event or circumstance affecting such Originator by delivery of prior written notice to the Collateral Agent and each of the other parties hereto and the Administrative Agent, which notice shall specify specifying the effective date of such designation (the “Exclusion Effective Date”” for such Excluded Originator) if all of the following conditions are then satisfied: (a) such Unmatured Event of Termination or Event of Termination, as the case may be, would not have occurred if such Originator had not been a party to the Sale Agreement as an Originator thereunder at the time it occurred; (b) no other Unmatured Event of Termination, Event of Termination, Collection Control Event or Non-Reinvestment Event has occurred and is continuing or would occur as a result of such termination designation; (c) (i) the Servicer shall have prepared and forwarded to the Collateral Agent, each Administrative Agent a pro forma Information Package for the immediately preceding Reporting Date, which pro forma Information Package shall be prepared excluding the Receivables relating to such Effective Date Originator from the Pool Receivables and the Net Portfolio Balance relating to each Receivable Pool for all purposes, and (ii) such pro forma Information Package does not report any Unmatured Event of Termination, Event of Termination, Collection Control Event or Non-Reinvestment Event on a pro forma basis (giving effect to any reduction of the Purchaser Group Investments to occur earlier than concurrently with such designation); (d) the end aggregate Unpaid Balances of the Calculation Period during which such notice is given). With effect from the Effective Date set forth in such notice, Buyer, Smithfield, SFFC and each of the other Originators hereby release and discharge the Excluded Originator from any future obligations arising under this Agreement, including the obligation to sell Receivables to the Buyer, and each Receivable originated by such Originator reflected in the most recently delivered Information Package, (i) when added to the aggregate Unpaid Balances of Receivables that were excluded from the Net Portfolio Balance in respect of all three Receivable Pools by the designation of any other Excluded Originators pursuant to this Section 13 during the twelve (12) most recently completed calendar months (measured at the time of their respective Exclusion Effective Dates ), is less than 1.00% of the average monthly aggregate Unpaid Balances of the Pool Receivables in respect of all three Receivable Pools during the twelve (12) most recently completed calendar months, and (ii) when added to the aggregate Unpaid Balances of Receivables that were excluded from the Net Portfolio Balance of all three Receivable Pools by the designation of any other Excluded Originators pursuant to this Section 13.18 at any time (measured at the time of their respective Exclusion Effective Dates), is less than 3.00% of the average monthly aggregate Unpaid Balance of all Receivables during the twelve (12) most recently completed calendar months; and (e) on its Exclusion Effective Date, (x) such Excluded Originator ceases to hold any membership or other equity interest (including a Preferred Membership Interest) in any Seller and no Change of Control would result therefrom (provided, that any such change in ownership in a Seller shall not be deemed to be an Excluded Receivable; provided, that (a) all a Change of Control if one or more Originators own 100% of the Voting Securities of such Seller immediately following the Exclusion Effective Date), (y) any debts or amounts owing by the Sellers to such Excluded Originator's then existing obligationsOriginator under the Sale Agreement and otherwise have been paid in full and (z) such Excluded Originator has ceased to be a party to the Sale Agreement in accordance with the terms thereof. Any pro forma Information Package provided pursuant to this Section 13.18 shall be subject to the representations, indebtedness warranties and liabilities arising hereunder indemnifications contained in herein and the other Transaction Documents on the same basis as any other Information Package. The representations, covenants and provisions of this Agreement applicable to which it is a party in respect of Receivables that were sold pursuant hereto prior an Originator shall no longer be applicable to an Excluded Originator after the Exclusion Effective Date and (b) the provisions described in Section 7.10(d) as they relate to for such Excluded Originator Originator. The parties hereto shall survive such termination. Solely work together in good faith to the extent relating to Excluded Receivables, Buyer shall terminate or amend effectuate any UCC or PPSA financing statement filed naming Buyer as secured party and the Excluded Originator as debtor, (b) terminate any Collection Account Agreement governing any Lock-Box or Collection Account relating to such Excluded Originator and (c) take any other actions as may be appropriate to evidence or record in connection with the termination designation of such an Originator as an Excluded Originator. For the avoidance of doubt, any Pool Receivables originated by an Excluded Originator contemplated hereby. Each Excluded Originator agrees that this Agreement and the other Transaction Documents may be amended or otherwise modified after the effective date of such release without the consent or approval of such Excluded Originator and the Excluded Originator shall no longer be considered a party thereto (except with respect to (a) such Excluded Originators obligation's, indebtedness and liabilities arising under this Agreement the other Transaction Documents to which it is a party in respect of Receivables sold hereunder prior to the its related Exclusion Effective Date and existing as of the shall continue to constitute Pool Receivables for all purposes after such Exclusion Effective Date and (b) the provisions described in Section 7.10(d) as they relate to such Excluded Originator); provided that no such amendment or other modification that could reasonably be expected to adversely affect the rights and protections afforded to such Excluded Originator under this Section 1.8 shall be effective unless agreed to in writing by such Excluded OriginatorDate.

Excluded Originator. Subject The Servicer may designate any Originator as an “Excluded Originator” following any Unmatured Event of Termination or Event of Termination, but not later than the third Business Day following any Event of Termination, that has occurred and results solely from an event or circumstance affecting such Originator by written notice to the Buyer's obligations under Collateral Agent and each Administrative Agent, specifying the Credit effective date of such designation (the “Exclusion Effective Date” for such Excluded Originator) if all of the following conditions are then satisfied: (a) such Unmatured Event of Termination or Event of Termination, as the case may be, would not have occurred if such Originator had not been a party to this Agreement as an Originator at the time it occurred; (b) no other Unmatured Event or Termination, Event of Termination, Collection Control Event or Non-Reinvestment Event has occurred and Security Agreementis continuing or would occur as a result of such designation; (i) the Servicer shall have prepared and forwarded to the Collateral Agent and each Administrative Agent a pro forma Information Package for the immediately preceding Reporting Date, Buyer which pro forma Information Package shall be permitted toprepared excluding the Receivables relating to such Originator from the Pool Receivables relating to each Receivable Pool and the Net Portfolio Balance relating to each Receivable Pool for all purposes, and (ii) such pro forma Information Package does not report any Unmatured Event of Termination, Event of Termination, Collection Control Event or Non-Reinvestment Event on a pro forma basis (giving effect to any reduction of the Purchaser Group Investments to occur concurrently with such designation); (d) the aggregate Unpaid Balance of Receivables relating to each Receivable Pool originated by such Originator reflected in the most recently delivered Information Package, (i) when added to the aggregate Unpaid Balance of Receivables that were excluded from the Net Portfolio Balance in respect of all Receivable Pools by the designation of any other Excluded Originators pursuant to this Section 5.6 during the 12 most recently completed calendar months (measured at the time of their respective Exclusion Effective Dates), is less than 1.00% of the average monthly aggregate Unpaid Balance of the Pool Receivables in respect of all Receivable Pools during the 12 most recently completed calendar months, and (ii) when added to the aggregate Unpaid Balance of Receivables that were excluded from the Net Portfolio Balance in respect of all Receivable Pools by the designation of any other Excluded Originators pursuant to this Section 5.6 at any time (measured at the time of their respective Exclusion Effective Dates), is less than 3.00% of the average monthly aggregate Outstanding Balance of all Receivables during the 12 most recently completed calendar months ; and (e) on its Exclusion Effective Date, (x) such Excluded Originator ceases to hold any membership or other equity interest in any SPE and from time no Change of Control would result therefrom (provided that any such change in ownership in an SPE shall not be deemed to time after be a Change of Control), (y) any debts or amounts owing by the date hereof, terminate an SPEs to such Excluded Originator under this Agreement and otherwise have been paid in full and (such Originator, an “Excluded Originator”z) by delivery of prior written notice to each of the other parties hereto and the Administrative Agent, which notice shall specify the effective date (the “Effective Date”) of such termination (such Effective Date not to occur earlier than the end of the Calculation Period during which such notice is given). With effect from the Effective Date set forth in such notice, Buyer, Smithfield, SFFC and each of the other Originators hereby release and discharge the Excluded Originator from any future obligations arising under this Agreement, including the obligation to sell Receivables to the Buyer, and each Receivable originated by such Excluded Originator has ceased to be a party to this Agreement in accordance with the terms hereof. Any pro forma Information Package provided pursuant to this Agreement or Section 13.18 of the Receivables Purchase Agreement shall be deemed subject to be an Excluded Receivable; providedthe representations, that (a) all of such Excluded Originator's then existing obligations, indebtedness warranties and liabilities arising hereunder indemnifications contained herein and the other Transaction Documents to which it is a party in respect of Receivables that were sold pursuant hereto prior to on the Effective Date and (b) the provisions described in Section 7.10(d) same basis as they relate to such Excluded Originator shall survive such termination. Solely to the extent relating to Excluded Receivables, Buyer shall terminate or amend any UCC or PPSA financing statement filed naming Buyer as secured party and the Excluded Originator as debtor, (b) terminate any Collection Account Agreement governing any Lock-Box or Collection Account relating to such Excluded Originator and (c) take any other actions as may be appropriate to evidence or record the termination Information Package. The representations, covenants and provisions of such Excluded Originator contemplated hereby. Each Excluded Originator agrees that this Agreement and the other Transaction Documents may be amended or otherwise modified after the effective date of such release without the consent or approval of such Excluded Originator and the Excluded applicable to an Originator shall no longer be considered a party thereto (except with respect applicable to (a) such an Excluded Originators obligation's, indebtedness and liabilities arising under this Agreement Originator after the other Transaction Documents to which it is a party in respect of Receivables sold hereunder prior to the Exclusion Effective Date and existing as of the Effective Date and (b) the provisions described in Section 7.10(d) as they relate to for such Excluded Originator); provided that no such amendment or other modification that could reasonably . The parties hereto shall work together in good faith to effectuate any actions as may be expected to adversely affect appropriate in connection with the rights and protections afforded to such designation of an Originator as an Excluded Originator. For the avoidance of doubt, any Receivables originated by an Excluded Originator under this Section 1.8 prior to its related Exclusion Effective Date shall continue to be effective unless agreed to owned by the applicable SPEs and constitute Pool Receivables for all purposes, in writing by each case, after such Excluded OriginatorExclusion Effective Date.

Excluded Originator. Subject to the Buyer's obligations under the Credit and Security Agreement, Buyer shall be permitted to, at The Servicer may designate any time and from time to time after the date hereof, terminate an Originator under this Agreement (such Originator, as an “Excluded Originator”) ” following any Unmatured Event of Termination or Event of Termination, but not later than the third Business Day following any Event of Termination, that has occurred and results solely from an event or circumstance affecting such Originator by delivery of prior written notice to the Collateral Agent and each of the other parties hereto and the Administrative Agent, which notice shall specify specifying the effective date of such designation (the “Exclusion Effective Date”” for such Excluded Originator) if all of the following conditions are then satisfied: (a) such Unmatured Event of Termination or Event of Termination, as the case may be, would not have occurred if such Originator had not been a party to the Sale Agreement as an Originator thereunder at the time it occurred; (b) no other Unmatured Event of Termination, Event of Termination, Collection Control Event or Non-Reinvestment Event has occurred and is continuing or would occur as a result of such termination designation; (i) the Servicer shall have prepared and forwarded to the Collateral Agent, each Administrative Agent a pro forma Information Package for the immediately preceding Reporting Date, which pro forma Information Package shall be prepared excluding the Receivables relating to such Effective Date Originator from the Pool Receivables and the Net Portfolio Balance relating to each Receivable Pool for all purposes, and (ii) such pro forma Information Package does not report any Unmatured Event of Termination, Event of Termination, Collection Control Event or Non-Reinvestment Event on a pro forma basis (giving effect to any reduction of the Purchaser Group Investments to occur earlier than concurrently with such designation); (d) the end aggregate Unpaid Balances of the Calculation Period during which such notice is given). With effect from the Effective Date set forth in such notice, Buyer, Smithfield, SFFC and each of the other Originators hereby release and discharge the Excluded Originator from any future obligations arising under this Agreement, including the obligation to sell Receivables to the Buyer, and each Receivable originated by such Originator or Receivables assigned or transferred to such Originator by an ISC Dealer in respect of ISC Dealer Receivables, reflected in the most recently delivered Information Package, (i) when added to the aggregate Unpaid Balances of Receivables that were excluded from the Net Portfolio Balance in respect of all three Receivable Pools by the designation of any other Excluded Originators pursuant to this Section 13 during the twelve (12) most recently completed calendar months (measured at the time of their respective Exclusion Effective Dates), is less than 1.00% of the average monthly aggregate Unpaid Balances of the Pool Receivables in respect of all three Receivable Pools during the twelve (12) most recently completed calendar months, and (ii) when added to the aggregate Unpaid Balances of Receivables that were excluded from the Net Portfolio Balance of all three Receivable Pools by the designation of any other Excluded Originators pursuant to this Section 13.18 at any time (measured at the time of their respective Exclusion Effective Dates), is less than 3.00% of the average monthly aggregate Unpaid Balance of all Receivables during the twelve (12) most recently completed calendar months; and (e) on its Exclusion Effective Date, (x) such Excluded Originator ceases to hold any membership or other equity interest (including a Preferred Membership Interest) in any Seller and no Change of Control would result therefrom (provided, that any such change in ownership in a Seller shall not be deemed to be an Excluded Receivable; provided, that (a) all a Change of Control if one or more Originators own 100% of the Voting Securities of such Seller immediately following the Exclusion Effective Date), (y) any debts or amounts owing by the Sellers to such Excluded Originator's then existing obligationsOriginator under the Sale Agreement and otherwise have been paid in full and (z) such Excluded Originator has ceased to be a party to the Sale Agreement in accordance with the terms thereof. Any pro forma Information Package provided pursuant to this Section 13.18 shall be subject to the representations, indebtedness warranties and liabilities arising hereunder indemnifications contained in herein and the other Transaction Documents on the same basis as any other Information Package. The representations, covenants and provisions of this Agreement applicable to which it is a party in respect of Receivables that were sold pursuant hereto prior an Originator shall no longer be applicable to an Excluded Originator after the Exclusion Effective Date and (b) the provisions described in Section 7.10(d) as they relate to for such Excluded Originator Originator. The parties hereto shall survive such termination. Solely work together in good faith to the extent relating to Excluded Receivables, Buyer shall terminate or amend effectuate any UCC or PPSA financing statement filed naming Buyer as secured party and the Excluded Originator as debtor, (b) terminate any Collection Account Agreement governing any Lock-Box or Collection Account relating to such Excluded Originator and (c) take any other actions as may be appropriate to evidence or record in connection with the termination designation of such an Originator as an Excluded Originator. For the avoidance of doubt, any Pool Receivables originated by an Excluded Originator contemplated hereby. Each or any Receivable assigned or transferred by an ISC Dealer to an Excluded Originator agrees that this Agreement and in the other Transaction Documents may be amended or otherwise modified after the effective date case of such release without the consent or approval of such Excluded Originator and the Excluded Originator shall no longer be considered a party thereto (except with respect to (a) such Excluded Originators obligation'san ISC Dealer Receivable, indebtedness and liabilities arising under this Agreement the other Transaction Documents to which it is a party in respect of Receivables sold hereunder prior to the its related Exclusion Effective Date and existing as of the shall continue to constitute Pool Receivables for all purposes after such Exclusion Effective Date and (b) the provisions described in Section 7.10(d) as they relate to such Excluded Originator); provided that no such amendment or other modification that could reasonably be expected to adversely affect the rights and protections afforded to such Excluded Originator under this Section 1.8 shall be effective unless agreed to in writing by such Excluded OriginatorDate.

Excluded Originator. Subject to the Buyer's obligations under the Credit and Security Agreement, Buyer shall be permitted to, at The Servicer may designate any time and from time to time after the date hereof, terminate an Originator under this Agreement (such Originator, as an “Excluded Originator”) ” following any Unmatured Event of Termination or Event of Termination, but not later than the third Business Day following any Event of Termination, that has occurred and results solely from an event or circumstance affecting such Originator by delivery of prior written notice to the Collateral Agent and each of the other parties hereto and the Administrative Agent, which notice shall specify specifying the effective date of such designation (the “Exclusion Effective Date”” for such Excluded Originator) if all of the following conditions are then satisfied: (a) such Unmatured Event of Termination or Event of Termination, as the case may be, would not have occurred if such Originator had not been a party to the Sale Agreement as an Originator thereunder at the time it occurred; (b) no other Unmatured Event of Termination, Event of Termination, Collection Control Event or Non-Reinvestment Event has occurred and is continuing or would occur as a result of such termination designation; (i) the Servicer shall have prepared and forwarded to the Collateral Agent, each Administrative Agent a pro forma Information Package for the immediately preceding Reporting Date, which pro forma Information Package shall be prepared excluding the Receivables relating to such Effective Date Originator from the Pool Receivables and the Net Portfolio Balance relating to each Receivable Pool for all purposes, and (ii) such pro forma Information Package does not report any Unmatured Event of Termination, Event of Termination, Collection Control Event or Non-Reinvestment Event on a pro forma basis (giving effect to any reduction of the Purchaser Group Investments to occur earlier than concurrently with such designation); (d) the end aggregate Unpaid Balances of the Calculation Period during which such notice is given). With effect from the Effective Date set forth in such notice, Buyer, Smithfield, SFFC and each of the other Originators hereby release and discharge the Excluded Originator from any future obligations arising under this Agreement, including the obligation to sell Receivables to the Buyer, and each Receivable originated by such Originator reflected in the most recently delivered Information Package, (i) when added to the aggregate Unpaid Balances of Receivables that were excluded from the Net Portfolio Balance in respect of both Receivable Pools by the designation of any other Excluded Originators pursuant to this Section 13 during the 12 most recently completed calendar months (measured at the time of their respective Exclusion Effective Dates ), is less than 1.00% of the average monthly aggregate Unpaid Balances of the Pool Receivables in respect of both Receivable Pools during the 12 most recently completed calendar months, and (ii) when added to the aggregate Unpaid Balances of Receivables that were excluded from the Net Portfolio Balance of both Receivable Pools by the designation of any other Excluded Originators pursuant to this Section 13.18 at any time (measured at the time of their respective Exclusion Effective Dates), is less than 3.00% of the average monthly aggregate Unpaid Balance of all Receivables during the 12 most recently completed calendar months; and (e) on its Exclusion Effective Date, (x) such Excluded Originator ceases to hold any membership or other equity interest in any Seller and no Change of Control would result therefrom (provided, that any such change in ownership in a Seller shall not be deemed to be an Excluded Receivable; provided, that (a) all a Change of Control if one or more Originators own 100% of the Voting Securities of such Seller immediately following the Exclusion Effective Date), (y) any debts or amounts owing by the Sellers to such Excluded Originator's then existing obligationsOriginator under the Sale Agreement and otherwise have been paid in full and (z) such Excluded Originator has ceased to be a party to the Sale Agreement in accordance with the terms thereof. Any pro forma Information Package provided pursuant to this Section 13.18 shall be subject to the representations, indebtedness warranties and liabilities arising hereunder indemnifications contained in herein and the other Transaction Documents on the same basis as any other Information Package. The representations, covenants and provisions of this Agreement applicable to which it is a party in respect of Receivables that were sold pursuant hereto prior an Originator shall no longer be applicable to an Excluded Originator after the Exclusion Effective Date and (b) the provisions described in Section 7.10(d) as they relate to for such Excluded Originator Originator. The parties hereto shall survive such termination. Solely work together in good faith to the extent relating to Excluded Receivables, Buyer shall terminate or amend effectuate any UCC or PPSA financing statement filed naming Buyer as secured party and the Excluded Originator as debtor, (b) terminate any Collection Account Agreement governing any Lock-Box or Collection Account relating to such Excluded Originator and (c) take any other actions as may be appropriate to evidence or record in connection with the termination designation of such an Originator as an Excluded Originator. For the avoidance of doubt, any Pool Receivables originated by an Excluded Originator contemplated hereby. Each Excluded Originator agrees that this Agreement and the other Transaction Documents may be amended or otherwise modified after the effective date of such release without the consent or approval of such Excluded Originator and the Excluded Originator shall no longer be considered a party thereto (except with respect to (a) such Excluded Originators obligation's, indebtedness and liabilities arising under this Agreement the other Transaction Documents to which it is a party in respect of Receivables sold hereunder prior to the its related Exclusion Effective Date and existing as of the shall continue to constitute Pool Receivables for all purposes after such Exclusion Effective Date and (b) the provisions described in Section 7.10(d) as they relate to such Excluded Originator); provided that no such amendment or other modification that could reasonably be expected to adversely affect the rights and protections afforded to such Excluded Originator under this Section 1.8 shall be effective unless agreed to in writing by such Excluded OriginatorDate.

Excluded Originator. Subject to the Buyer's obligations under the Credit and Security Agreement, Buyer shall be permitted to, at any time and from time to time after the date hereof, terminate an Originator under this Agreement (such Originator, an “Excluded Originator”) by delivery of prior written notice to each of the other parties hereto and the Administrative Agent, which notice shall specify the effective date (the “Effective Date”) of such termination (such Effective Date not to occur earlier than the end of the Calculation Period during which such notice is given). With effect from the Effective Date set forth in such notice, Buyer, Smithfield, SFFC and each of the other Originators hereby release and discharge the Excluded Originator from any future obligations arising under this Agreement, including the obligation to sell Receivables to the Buyer, and each Receivable originated by such Excluded Originator shall be deemed to be an Excluded Receivable; provided, that (a) all of such Excluded Originator's then existing obligations, indebtedness and liabilities arising hereunder and the other Transaction Documents to which it is a party in respect of Receivables that were sold pursuant hereto prior to the Effective Date and (b) the provisions described in Section 7.10(d) as they relate to such Excluded Originator shall survive such termination. Solely to the extent relating to Excluded Receivables, Buyer shall terminate or amend any UCC or PPSA financing statement filed naming Buyer as secured party and the Excluded Originator as debtor, (b) terminate any Collection Account Agreement governing any Lock-Box or Collection Account relating to such Excluded Originator and (c) take any other actions as may be appropriate to evidence or record the termination of such Excluded Originator contemplated hereby. Each Excluded Originator agrees that this Agreement and the other Transaction Documents may be amended or otherwise modified after the effective date of such release without the consent or approval of such Excluded Originator and the Excluded Originator shall no longer be considered a party thereto (except with respect to (a) such Excluded Originators obligation's, indebtedness and liabilities arising under this Agreement the other Transaction Documents to which it is a party in respect of Receivables sold hereunder prior to the Effective Date and existing as of the Effective Date and (b) the provisions described in Section 7.10(d) as they relate to such Excluded Originator); provided that no such amendment or other modification that could reasonably be expected to adversely affect the rights and protections afforded to such Excluded Originator under this Section 1.8 shall be effective unless agreed to in writing by such Excluded Originator.

Excluded Originator. Subject The Servicer may designate any Originator as an “Excluded Originator” following any Unmatured Event of Termination or Event of Termination, but not later than the third Business Day following any Event of Termination, that has occurred and results solely from an event or circumstance affecting such Originator by written notice to the Buyer's obligations under Collateral Agent and each Administrative Agent, specifying the Credit effective date of such designation (the “Exclusion Effective Date” for such Excluded Originator) if all of the following conditions are then satisfied: (a) such Unmatured Event of Termination or Event of Termination, as the case may be, would not have occurred if such Originator had not been a party to this Agreement as an Originator at the time it occurred; (b) no other Unmatured Event or Termination, Event of Termination, Collection Control Event or Non-Reinvestment Event has occurred and Security Agreementis continuing or would occur as a result of such designation; (i) the Servicer shall have prepared and forwarded to the Collateral Agent and each Administrative Agent a pro forma Information Package for the immediately preceding Reporting Date, Buyer which pro forma Information Package shall be permitted toprepared excluding the Receivables relating to such Originator from the Pool Receivables relating to each Receivable Pool and the Net Portfolio Balance relating to each Receivable Pool for all purposes, and (ii) such pro forma Information Package does not report any Unmatured Event of Termination, Event of Termination, Collection Control Event or Non-Reinvestment Event on a pro forma basis (giving effect to any reduction of the Purchaser Group Investments to occur concurrently with such designation); (d) the aggregate Unpaid Balance of Receivables relating to each Receivable Pool originated by such Originator (or assigned or transferred to such Originator by an ISC Dealer with respect to any ISC Dealer Receivable) reflected in the most recently delivered Information Package, (i) when added to the aggregate Unpaid Balance of Receivables that were excluded from the Net Portfolio Balance in respect of all Receivable Pools by the designation of any other Excluded Originators pursuant to this Section 5.6 during the 12 most recently completed calendar months (measured at the time of their respective Exclusion Effective Dates), is less than 1.00% of the average monthly aggregate Unpaid Balance of the Pool Receivables in respect of all Receivable Pools during the 12 most recently completed calendar months, and (ii) when added to the aggregate Unpaid Balance of Receivables that were excluded from the Net Portfolio Balance in respect of all Receivable Pools by the designation of any other Excluded Originators pursuant to this Section 5.6 at any time (measured at the time of their respective Exclusion Effective Dates), is less than 3.00% of the average monthly aggregate Outstanding Balance of all Receivables during the 12 most recently completed calendar months ; and (e) on its Exclusion Effective Date, (x) such Excluded Originator ceases to hold any membership or other equity interest in any SPE and from time no Change of Control would result therefrom (provided that any such change in ownership in an SPE shall not be deemed to time after be a Change of Control), (y) any debts or amounts owing by the date hereof, terminate an SPEs to such Excluded Originator under this Agreement and otherwise have been paid in full and (such Originator, an “Excluded Originator”z) by delivery of prior written notice to each of the other parties hereto and the Administrative Agent, which notice shall specify the effective date (the “Effective Date”) of such termination (such Effective Date not to occur earlier than the end of the Calculation Period during which such notice is given). With effect from the Effective Date set forth in such notice, Buyer, Smithfield, SFFC and each of the other Originators hereby release and discharge the Excluded Originator from any future obligations arising under this Agreement, including the obligation to sell Receivables to the Buyer, and each Receivable originated by such Excluded Originator has ceased to be a party to this Agreement in accordance with the terms hereof. Any pro forma Information Package provided pursuant to this Agreement or Section 13.18 of the Receivables Purchase Agreement shall be deemed subject to be an Excluded Receivable; providedthe representations, that (a) all of such Excluded Originator's then existing obligations, indebtedness warranties and liabilities arising hereunder indemnifications contained herein and the other Transaction Documents to which it is a party in respect of Receivables that were sold pursuant hereto prior to on the Effective Date and (b) the provisions described in Section 7.10(d) same basis as they relate to such Excluded Originator shall survive such termination. Solely to the extent relating to Excluded Receivables, Buyer shall terminate or amend any UCC or PPSA financing statement filed naming Buyer as secured party and the Excluded Originator as debtor, (b) terminate any Collection Account Agreement governing any Lock-Box or Collection Account relating to such Excluded Originator and (c) take any other actions as may be appropriate to evidence or record the termination Information Package. The representations, covenants and provisions of such Excluded Originator contemplated hereby. Each Excluded Originator agrees that this Agreement and the other Transaction Documents may be amended or otherwise modified after the effective date of such release without the consent or approval of such Excluded Originator and the Excluded applicable to an Originator shall no longer be considered a party thereto (except with respect applicable to (a) such an Excluded Originators obligation's, indebtedness and liabilities arising under this Agreement Originator after the other Transaction Documents to which it is a party in respect of Receivables sold hereunder prior to the Exclusion Effective Date and existing as of the Effective Date and (b) the provisions described in Section 7.10(d) as they relate to for such Excluded Originator); provided that no such amendment or other modification that could reasonably . The parties hereto shall work together in good faith to effectuate any actions as may be expected to adversely affect appropriate in connection with the rights and protections afforded to such designation of an Originator as an Excluded Originator. For the avoidance of doubt, any Receivables originated by an Excluded Originator under this Section 1.8 prior to its related Exclusion Effective Date shall continue to be effective unless agreed to owned by the applicable SPEs and constitute Pool Receivables for all purposes, in writing by each case, after such Excluded OriginatorExclusion Effective Date.

Excluded Originator. Subject to the Buyer's obligations under the Credit and Security Agreement, Buyer shall be permitted to, at The Servicer may designate any time and from time to time after the date hereof, terminate an Originator under this Agreement (such Originator, as an “Excluded Originator”) ” following any Unmatured Event of Termination or Event of Termination, but not later than the third Business Day following any Event of Termination, that has occurred and results solely from an event or circumstance affecting such Originator by delivery of prior written notice to each of the other parties hereto Collateral Agent and the Administrative Agent, which notice shall specify specifying the effective date of such designation (the “Exclusion Effective Date”” for such Excluded Originator) if all of the following conditions are then satisfied: (a) such Unmatured Event of Termination or Event of Termination, as the case may be, would not have occurred if such Originator had not been a party to this Agreement as an Originator at the time it occurred; (b) no other Unmatured Event or Termination, Event of Termination, Collection Control Event or Non-Reinvestment Event has occurred and is continuing or would occur as a result of such termination designation; (i) the Servicer shall have prepared and forwarded to the Collateral Agent and the Administrative Agent a pro forma Information Package for the immediately preceding Reporting Date, which pro forma Information Package shall be prepared excluding the Receivables relating to such Effective Date Originator from the Pool Receivables relating to each Receivable Pool and the Net Portfolio Balance relating to each Receivable Pool for all purposes, and (ii) such pro forma Information Package does not report any Unmatured Event of Termination, Event of Termination, Collection Control Event or Non-Reinvestment Event on a pro forma basis (giving effect to any reduction of the Purchaser Group Investments to occur earlier than concurrently with such designation); (d) the end aggregate Unpaid Balance of the Calculation Period during which such notice is given). With effect from the Effective Date set forth in such notice, Buyer, Smithfield, SFFC and each of the other Originators hereby release and discharge the Excluded Originator from any future obligations arising under this Agreement, including the obligation Receivables relating to sell Receivables to the Buyer, and each Receivable Pool originated by such Originator (or assigned or transferred to such Originator by an ISC Dealer with respect to any ISC Dealer Receivable) reflected in the most recently delivered Information Package, (i) when added to the aggregate Unpaid Balance of Receivables that were excluded from the Net Portfolio Balance in respect of all Receivable Pools by the designation of any other Excluded Originators pursuant to this Section 5.6 during the 12 most recently completed calendar months (measured at the time of their respective Exclusion Effective Dates), is less than 1.00% of the average monthly aggregate Unpaid Balance of the Pool Receivables in respect of all Receivable Pools during the 12 most recently completed calendar months, and (ii) when added to the aggregate Unpaid Balance of Receivables that were excluded from the Net Portfolio Balance in respect of all Receivable Pools by the designation of any other Excluded Originators pursuant to this Section 5.6 at any time (measured at the time of their respective Exclusion Effective Dates), is less than 3.00% of the average monthly aggregate Outstanding Balance of all Receivables during the 12 most recently completed calendar months; and (e) on its Exclusion Effective Date, (x) such Excluded Originator ceases to hold any membership or other equity interest in any SPE and no Change of Control would result therefrom (provided that any such change in ownership in an SPE shall not be deemed to be an Excluded Receivable; provideda Change of Control), that (ay) all of any debts or amounts owing by the SPEs to such Excluded Originator's then existing obligationsOriginator under this Agreement and otherwise have been paid in full and (z) such Excluded Originator has ceased to be a party to this Agreement in accordance with the terms hereof. Any pro forma Information Package provided pursuant to this Agreement or Section 13.18 of the Receivables Purchase Agreement shall be subject to the representations, indebtedness warranties and liabilities arising hereunder indemnifications contained herein and the other Transaction Documents to which it is a party in respect of Receivables that were sold pursuant hereto prior to on the Effective Date and (b) the provisions described in Section 7.10(d) same basis as they relate to such Excluded Originator shall survive such termination. Solely to the extent relating to Excluded Receivables, Buyer shall terminate or amend any UCC or PPSA financing statement filed naming Buyer as secured party and the Excluded Originator as debtor, (b) terminate any Collection Account Agreement governing any Lock-Box or Collection Account relating to such Excluded Originator and (c) take any other actions as may be appropriate to evidence or record the termination Information Package. The representations, covenants and provisions of such Excluded Originator contemplated hereby. Each Excluded Originator agrees that this Agreement and the other Transaction Documents may be amended or otherwise modified after the effective date of such release without the consent or approval of such Excluded Originator and the Excluded applicable to an Originator shall no longer be considered a party thereto (except with respect applicable to (a) such an Excluded Originators obligation's, indebtedness and liabilities arising under this Agreement Originator after the other Transaction Documents to which it is a party in respect of Receivables sold hereunder prior to the Exclusion Effective Date and existing as of the Effective Date and (b) the provisions described in Section 7.10(d) as they relate to for such Excluded Originator); provided that no such amendment or other modification that could reasonably . The parties hereto shall work together in good faith to effectuate any actions as may be expected to adversely affect appropriate in connection with the rights and protections afforded to such designation of an Originator as an Excluded Originator. For the avoidance of doubt, any Receivables originated by an Excluded Originator under this Section 1.8 prior to its related Exclusion Effective Date shall continue to be effective unless agreed to owned by the applicable SPEs and constitute Pool Receivables for all purposes, in writing by each case, after such Excluded OriginatorExclusion Effective Date.