Excluded Sellers. The NZ Manager will not designate any Seller as an Excluded Seller pursuant to Section 2.06 of the Purchase and Sale Agreement (i) if a Termination Event or Potential Termination Event has occurred and is continuing or would occur as a result of such designation and (ii) unless and until (A) the Master Servicer shall have prepared and forwarded to the Borrower, the NZ Manager and the Administrative Agent a restated Monthly Report for each of the twelve (12) immediately preceding Reporting Dates (or, if fewer than twelve Reporting Dates have occurred, for each Reporting Date and for the Closing Date), which restated Monthly Report shall be prepared on the basis of the exclusion from the Collateral of the Receivables relating to such Seller, and (B) either (x) the Administrative Agent (acting at the direction of the Majority Facility Agents) shall have provided its prior written consent to such designation or (y) such Seller, together with all other Sellers designated as Excluded Sellers since the first day of the first Monthly Period for which such restated Monthly Reports are required to be prepared, originated an aggregate amount of Receivables during the period required to be covered by such restated Monthly Reports that is less than 10% of the aggregate amount of all Receivables originated by all Sellers during such period. Any restated Monthly Report provided pursuant to this Section 5.02(m) shall be subject to the representations and warranties contained in Section 4.01(e) and Section 4.02(a) herein and Section 9.06(e) of the Purchase and Sale Agreement and the indemnification described in clause (i) of Section 9.02 herein and Section 9.07 of the Purchase and Sale Agreement on the same basis as a Monthly Report provided pursuant to the Purchase and Sale Agreement, but all the representations, covenants and provisions of this Agreement shall no longer be applicable with respect to an Excluded Seller after the Exclusion Effective Date for such Excluded Seller. The NZ Manager (on behalf of the Borrower) and the Administrative Agent shall work together in good faith to effectuate any actions as may be appropriate in connection with the designation of a Seller as an Excluded Seller.
Excluded Sellers. As of the date on which any Performance Guarantor which is also a Seller becomes an Excluded Seller and ceases to be a Subservicer in accordance with the terms and conditions of the Loan Agreement and the Purchase and Sale Agreement, such Performance Guarantor shall automatically and without further action by any party be released and discharged from any future obligations arising under this Agreement, other than obligations under any provisions hereof which, in accordance with the terms hereof, survive the termination of this Agreement. Each such Performance Guarantor agrees that this Agreement may be amended or otherwise modified after the effective date of such release and discharge without the consent or approval of such Performance Guarantor and such Performance Guarantor shall no longer be considered a Performance Guarantor or party hereto (except with respect to the provisions of Section 18 hereof which, in accordance with the terms hereof, survive the termination of this Agreement, as they related to such Performance Guarantor); provided that no such amendment or other modification that could reasonably be expected to adversely affect the rights and protections afforded to such Performance Guarantor under this Section 21 shall be effective unless agreed to in writing by such Performance Guarantor.
