Common use of Joinder of Additional Sellers Clause in Contracts

Joinder of Additional Sellers. An Affiliate of Seller may become a Seller under this Agreement, and shall be bound by, and entitled to, the benefits and obligations of this Agreement as a Seller, upon the fulfillment of the following conditions: (a) Seller shall provide written notice to Buyer of its election to join an Affiliate as an additional Seller hereunder, such notice shall provide the name and ownership structure of such entity. (b) Such entity shall deliver the corporate formation and authority documents identified in Article 3(a) with respect to such entity, together with such other documents as may be reasonably requested by Buyer. (c) A Supplemental Pledge and Security Agreement shall be delivered with respect to such entity, together with such other documents or Transaction Documents as may be reasonably requested by Buyer. (d) No Material Adverse Effect, Margin Deficit, Default or Event of Default shall have occurred and be continuing, or would result from the addition of such entity as a Seller. (e) The representations and warranties contained in Article 9 shall be true and correct in all material respects with respect to such entity, as of the date such entity executes the Seller Joinder Agreement described below. (f) Such entity shall execute and deliver a Seller Joinder Agreement with respect to this Agreement, substantially in the form of Exhibit XVIII (a “Seller Joinder Agreement”). (g) Buyer shall have received a legal opinion, dated as of the date such entity executes the Seller Joinder Agreement described above, addressed to Buyer and its successors and/or assigns, having substantially the same coverage as those opinions delivered by Seller’s counsel pursuant to Article 3(a)(xi) on the Closing Date and substantially in a form reasonably acceptable to the Buyer. (h) Such entity shall provide Buyer with such other documentation or information as the Buyer may request with respect to such entity (including without limitation amendments to other Transaction Documents, if required by Buyer), and shall pay all reasonable out-of-pocket costs and expenses actually incurred by Buyer under this Article 29.

Joinder of Additional Sellers. An Affiliate of Seller may become a Seller under this Agreement, and shall be bound by, and entitled to, the benefits and obligations of this Agreement as a Seller, upon the fulfillment of the following conditions: (a) Seller shall provide written notice to Buyer of its election to join an Affiliate as an additional Seller hereunder(a “New Seller”) under this Agreement subject to the receipt of Purchaser’s prior written approval (which approval may be given or denied in Purchaser’s sole discretion) and the satisfaction of the following conditions, such notice shall provide the name all in form and ownership structure of such entity.substance satisfactory to Purchaser: (ba) Such entity shall deliver the corporate formation and authority documents identified in Article 3(a) with respect to such entity, together with such other documents as may be reasonably requested by Buyer. (c) A Supplemental Pledge and Security Agreement shall be delivered with respect to such entity, together with such other documents or Transaction Documents as may be reasonably requested by Buyer. (d) No Material Adverse Effect, Margin Deficit, Default or Event of Default proposed New Seller shall have occurred executed and be continuing, or would result from the addition of such entity as delivered to Purchaser a Seller. (e) The representations and warranties contained in Article 9 shall be true and correct in all material respects with respect to such entity, as of the date such entity executes the Seller duly executed Joinder Agreement described below. (f) Such entity shall execute and deliver a Seller Joinder Agreement with respect to this Agreement, substantially in the form of Exhibit XVIII F hereto. (b) Purchaser shall have received a “fully completed Seller Information Schedule for New Seller in the form attached as Schedule 2, containing certain factual information regarding New Seller to the extent that such information was not previously delivered to the Purchaser. (c) Purchaser shall have received an executed certificate of the secretary or assistant secretary of New Seller substantially in the form attached as Exhibit C, certifying the names and true signatures of the incumbent officers authorized on behalf of the New Seller to execute and deliver this Agreement and the Joinder Agreement”), each Purchase Request and any other documents to be executed or delivered by it hereunder, together with its Organizational Documents and board resolutions, evidencing necessary organizational action and governmental approvals, if any, necessary for New Seller to execute, deliver and perform its obligations under the Joinder Agreement and this Agreement. (d) Purchaser shall have received tax and judgment Lien searches with respect to each New Seller in such jurisdictions as Purchaser shall require, the results of which shall be satisfactory to Purchaser. (e) Purchaser shall have received a good standing certificate for each New Seller dated not more than thirty (30) days prior to the date of the proposed joinder. (f) Purchaser shall have received such other certificates, instruments, documents and agreements as may be required by Purchaser, all in form and substance reasonably satisfactory to Purchaser. (g) Buyer Purchaser shall have received a legal opiniongiven its prior written approval, dated as of the date such entity executes the Seller Joinder Agreement described above, addressed to Buyer and its successors and/or assigns, having substantially the same coverage as those opinions delivered by Seller’s counsel pursuant to Article 3(a)(xi) on the Closing Date and substantially in a form reasonably acceptable to the Buyerwhich approval may be given or denied for any reason or no reason. (h) Such entity Purchaser shall provide Buyer with such other documentation or information as the Buyer may request with respect have received an updated authorization letter in form and substance satisfactory to such entity (including without limitation amendments to other Transaction Documents, if required by Buyer), and shall pay all reasonable out-of-pocket costs and expenses actually incurred by Buyer under this Article 29Purchaser.

Joinder of Additional Sellers. An Affiliate of Seller may become a Seller In the event any additional Person is added as an Originator under this the Securitization Purchase Agreement, and shall such Person may, with Buyer’s prior written consent, be bound by, and entitled to, the benefits and obligations of this Agreement added as a Seller, upon the fulfillment an Additional Seller hereunder concurrently with or following such Person’s execution of the applicable Securitization Joinder and satisfaction of the conditions set forth in Section 9.1 of the Securitization Purchase Agreement, subject to the following conditionsconditions being satisfied on or before the date of such addition: (a) Seller Sellers’ Agent shall provide have given Buyer at least thirty (30) days’ prior written notice (or such shorter period of time as may be consented to Buyer of its election to join an Affiliate as an additional Seller hereunder, such notice shall provide the name and ownership structure in writing by Buyer) of such entity.proposed addition and the identity of each such proposed Additional Seller and shall have provided such other information with respect to such proposed Additional Seller as Buyer may reasonably request; (b) Such entity Guarantor shall deliver have executed and delivered to Buyer a guaranty in form and substance acceptable to Buyer (in its sole discretion) guaranteeing the corporate formation timely payment and authority documents identified performance of all of such proposed Additional Seller’s obligations hereunder and under each other Transaction Agreement to which such proposed Additional Seller is a party in Article 3(aany capacity; (c) such proposed Additional Seller shall have executed and delivered to the Buyer an agreement substantially in the form attached hereto as Exhibit B (a “Joinder Agreement”), together with a Master Repurchase Agreement with respect to such entitySeller in form and substance reasonably satisfactory to Buyer; (d) such proposed Additional Seller shall have delivered (or caused to be delivered) to Buyer each of the applicable certificates, together with such opinions and other documents as may be reasonably requested by Buyer. (c) A Supplemental Pledge and Security Agreement shall be delivered with respect to such entityproposed Additional Seller described in Sections 3.2(c), together with such other documents or Transaction Documents as may be reasonably requested by Buyer.(e), (g), (h) and (i) hereof; (de) No Material Adverse Effect, Margin Deficit, no Event of Default or Potential Event of Default shall have occurred and be continuing, or would result from the addition of such entity as a Seller. (e) The representations and warranties contained in Article 9 shall be true and correct in all material respects with respect to such entity, as of the date such entity executes the Seller Joinder Agreement described below.; and (f) Such entity such proposed Additional Seller shall execute and deliver a Seller Joinder Agreement with respect to this Agreement, substantially in be organized under the form of Exhibit XVIII (a “Seller Joinder Agreement”). (g) Buyer shall have received a legal opinion, dated as laws of the date such entity executes United States, any State thereof or the Seller Joinder Agreement described above, addressed to Buyer and its successors and/or assigns, having substantially the same coverage as those opinions delivered by Seller’s counsel pursuant to Article 3(a)(xi) on the Closing Date and substantially in a form reasonably acceptable to the BuyerDistrict of Columbia. (h) Such entity shall provide Buyer with such other documentation or information as the Buyer may request with respect to such entity (including without limitation amendments to other Transaction Documents, if required by Buyer), and shall pay all reasonable out-of-pocket costs and expenses actually incurred by Buyer under this Article 29.

Joinder of Additional Sellers. An Affiliate of Seller may become a Seller under this Agreement, and shall be bound by, and entitled to, the benefits and obligations of this Agreement as a Seller, upon the fulfillment of the following conditions: (a) Seller shall provide written notice to Buyer of its election to join an Affiliate as an additional Seller hereunder(a “New Seller”) under this Agreement subject to the receipt of Purchaser’s prior written approval (which approval may be given or denied in Purchaser’s sole discretion) and the satisfaction of the following conditions, such notice shall provide the name all in form and ownership structure of such entity.substance satisfactory to Purchaser: (ba) Such entity shall deliver the corporate formation and authority documents identified in Article 3(a) with respect to such entity, together with such other documents as may be reasonably requested by Buyer. (c) A Supplemental Pledge and Security Agreement shall be delivered with respect to such entity, together with such other documents or Transaction Documents as may be reasonably requested by Buyer. (d) No Material Adverse Effect, Margin Deficit, Default or Event of Default proposed New Seller shall have occurred executed and be continuing, or would result from the addition of such entity as delivered to Purchaser a Seller. (e) The representations and warranties contained in Article 9 shall be true and correct in all material respects with respect to such entity, as of the date such entity executes the Seller duly executed Joinder Agreement described below. (f) Such entity shall execute and deliver a Seller Joinder Agreement with respect to this Agreement, substantially in the form of Exhibit XVIII F hereto. (b) Purchaser shall have received a “fully completed Seller Information Schedule for New Seller in the form attached as Schedule 2, containing certain factual information regarding New Seller to the extent that such information was not previously delivered to the Purchaser. (c) Purchaser shall have received an executed certificate of the secretary or assistant secretary of New Seller substantially in the form attached as Exhibit C, certifying the names and true signatures of the incumbent officers authorized on behalf of the New Seller to execute and deliver this Agreement and the Joinder Agreement”), each Purchase Request and any other documents to be executed or delivered by it hereunder, together with its Organizational Documents and board resolutions, evidencing necessary organizational action and governmental approvals, if any, necessary for New Seller to execute, deliver and perform its obligations under the Joinder Agreement and this Agreement. (d) Purchaser shall have received tax and judgment Lien searches with respect to each New Seller in such jurisdictions as Purchaser shall require, the results of which shall be satisfactory to Purchaser. (e) Purchaser shall have received a good standing certificate for each New Seller dated not more than thirty (30) days prior to the date of the proposed joinder. (f) Purchaser shall have received such other certificates, instruments, documents and agreements as may be required by Purchaser, all in form and substance reasonably satisfactory to Purchaser. (g) Buyer Purchaser shall have received a legal opiniongiven its prior written approval, dated as of the date such entity executes the Seller Joinder Agreement described above, addressed to Buyer and its successors and/or assigns, having substantially the same coverage as those opinions delivered by Seller’s counsel pursuant to Article 3(a)(xi) on the Closing Date and substantially in a form reasonably acceptable to the Buyerwhich approval may be given or denied for any reason or no reason. (h) Such entity Purchaser shall provide Buyer with such other documentation or information as the Buyer may request with respect have received an updated authorization letter in form and substance satisfactory to such entity (including without limitation amendments to other Transaction Documents, if required by Buyer), and shall pay all reasonable out-of-pocket costs and expenses actually incurred by Buyer under this Article 29.Purchaser. [Remainder of page intentionally left blank]