Common use of Excluded Sellers Clause in Contracts

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. The NZ Manager will not designate 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 Lux 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(m5.02(o) 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) 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. The NZ Manager will not designate Subject to the Buyer’s obligations under the Receivables Loan and Security Agreement, the Buyer shall be permitted to, at any time and from time to time after the Closing Date, terminate a Seller as under this Agreement (such Seller, an “Excluded Seller pursuant Seller”) by delivery of prior written notice to Section 2.06 each 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 other parties hereto and the Administrative Agent a restated Agent, which notice shall specify the effective date (the “Exclusion Effective Date”) of such termination (such Exclusion Effective Date not to occur earlier than the end of the Monthly Report for Period during which such notice is given). (For the avoidance of doubt, any such purported termination not permitted under the terms and conditions of the Receivables Loan and Security Agreement shall not be given effect hereunder.) With effect from the Exclusion Effective Date set forth in such notice, the Buyer and each of the twelve (12) immediately preceding Reporting Dates (orother Sellers hereby release and discharge the Excluded Seller from any future obligations arising under this Agreement, if fewer than twelve Reporting Dates have occurred, for each Reporting Date and for including the Closing Date), which restated Monthly Report shall be prepared on obligation to sell Receivables to the basis of the exclusion from the Collateral of the Receivables relating to such SellerBuyer, 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, each Receivable 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 from and after the Exclusion Effective Date for shall be deemed to be an Excluded Receivable; provided, that, unless otherwise agreed to by such Excluded Seller. The NZ Manager (on behalf of , the Borrower) Buyer and the Administrative Agent Agent, (a) all of such Excluded Seller’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 Exclusion Effective Date (including the continuing obligation of such Excluded Seller to act as Subservicer with respect to such Receivables) and (b) the provisions described in Section 8.06 as they relate to such Excluded Seller shall work together in good faith survive such termination. Solely to effectuate the extent relating to Excluded Receivables attributable to such Excluded Seller, the Buyer shall (a) terminate or amend any UCC financing statement filed naming the Buyer as secured party and the Excluded Seller as debtor, (b) terminate any Lockbox Agreement or Control Agreement governing any Lockbox or Collection Account and (c) take any other actions as may be appropriate in connection with to evidence or record or give effect to the designation termination of such Excluded Seller (including assigning relevant Lockboxes and Collection Accounts) contemplated hereby. Each Excluded Seller 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 Seller and the Excluded Seller shall no longer be considered a Seller and a party hereto and thereto (except with respect to (a) such Excluded Seller’s obligations, indebtedness and liabilities arising under this Agreement or 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 an of the Effective Date and (b) the provisions described in Section 8.06 as they relate to such Excluded Seller); provided that no such amendment or other modification that could reasonably be expected to adversely affect the rights and protections afforded to such Excluded Seller under this Section 2.06 shall be effective unless agreed to in writing by such Excluded Seller.

Excluded Sellers. The NZ Manager will not designate any Seller as an Excluded Seller pursuant Subject to Section 2.06 the Buyer’s obligations under the Receivables Loan and Security Agreement, the Buyer, acting on the recommendation of the Purchase NZ Manager, shall be permitted to, at any time and Sale from time to time after the Closing Date, terminate a Seller under this Agreement (isuch Seller, an “Excluded Seller”) if a Termination Event or Potential Termination Event has occurred and is continuing or would occur as a result by delivery of such designation and (ii) unless and until (A) prior written notice to each of the Master Servicer shall have prepared and forwarded to the Borrower, the NZ Manager other parties hereto and the Administrative Agent a restated Agent, which notice shall specify the effective date (the “Exclusion Effective Date”) of such termination (such Exclusion Effective Date not to occur earlier than the end of the Monthly Report for Period during which such notice is given). (For the avoidance of doubt, any such purported termination not permitted under the terms and conditions of the Receivables Loan and Security Agreement shall not be given effect hereunder.) With effect from the Exclusion Effective Date set forth in such notice, the Buyer and each of the twelve (12) immediately preceding Reporting Dates (orother Sellers hereby release and discharge the Excluded Seller from any future obligations arising under this Agreement, if fewer than twelve Reporting Dates have occurred, for each Reporting Date and for including the Closing Date), which restated Monthly Report shall be prepared on obligation to sell Receivables to the basis of the exclusion from the Collateral of the Receivables relating to such SellerBuyer, 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, each Receivable 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 from and after the Exclusion Effective Date for shall be deemed to be an Excluded Receivable; provided, that, unless otherwise agreed to by such Excluded Seller, the NZ Manager, the Buyer and the Administrative Agent, (a) all of such Excluded Seller’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 Exclusion Effective Date (including the continuing obligation of such Excluded Seller to act as Subservicer with respect to such Receivables) and (b) the provisions described in Section 8.06 as they relate to such Excluded Seller shall survive such termination. The Solely to the extent relating to Excluded Receivables attributable to such Excluded Seller, the NZ Manager (Manager, acting on behalf of the BorrowerBuyer, shall (a) terminate or amend any UCC financing statement filed naming the Buyer as secured party and the Administrative Agent shall work together in good faith to effectuate Excluded Seller as debtor, (b) terminate any Lockbox Agreement or Control Agreement governing any Lockbox or Collection Account and (c) take any other actions as may be appropriate in connection with to evidence or record or give effect to the designation termination of such Excluded Seller (including assigning relevant Lockboxes and Collection Accounts) contemplated hereby. Each Excluded Seller 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 Seller and the Excluded Seller shall no longer be considered a Seller and a party hereto and thereto (except with respect to (a) such Excluded Seller’s obligations, indebtedness and liabilities arising under this Agreement or the other Transaction Documents to which it is a party in respect of Receivables sold hereunder or under the Existing Purchase Agreement prior to the Exclusion Effective Date and existing as an of the Exclusion Effective Date and (b) the provisions described in Section 8.06 as they relate to such Excluded Seller); provided that no such amendment or other modification that could reasonably be expected to adversely affect the rights and protections afforded to such Excluded Seller under this Section 2.06 shall be effective unless agreed to in writing by such Excluded Seller.