Common use of Removal of Originators Clause in Contracts

Removal of Originators. Any Originator may terminate its obligation to sell, assign and contribute Receivables to Buyer hereunder so long as each of the following conditions is satisfied: (a) Buyer and the Administrative Agent, shall have received prior written notice from such Originator (a “Terminating Originator”) specifying the effective date for such termination which shall not be sooner than fifteen (15) days after Buyer and the Administrative Agent receives such notice; (b) immediately after giving effect to such termination, no Borrowing Base Deficit shall exist (and the Servicer shall have delivered a pro forma Information Package reflecting the removal of such Terminating Originator and setting forth the calculations evidencing satisfaction of this condition precedent); (c) both immediately before and after giving effect to such termination, no Sale and Contribution Termination Event, Event of Default or Unmatured Event of Default shall have occurred and be continuing or shall reasonably be expected occur and such Terminating Originator shall be deemed to have represented and warranted as to such on and as of the Terminating Originator Effective Date (such representation and warranty to survive such Terminating Originator’s termination as a party hereto); (d) each Obligor of any Receivables originated by such Terminating Originator on or after the Terminating Originator Effective Date shall have been notified to remit payments to an account other than a Collection Account; provided that, to the extent any such Obligor incorrectly remits payments into a Collection Account, the Administrative Agent shall remit such payment as directed by the Servicer; (i) such Terminating Originator may repurchase any existing Pool Receivables originated by such Terminating Originator if (A) such Terminating Originator is an Immaterial Originator and (B) such repurchase is pursuant to an agreement acceptable to the Administrative Agent and (ii) any Pool Receivables not repurchased by such Terminating Originator pursuant to subclause (i) of this clause (e) of this Section 8.3 shall remain with the Borrower (such remaining Pool Receivables, the “Surviving Receivables”); (f) such Terminating Originator is not obligated to perform any transitional services with respect to any Surviving Receivables. Related Rights or any Transaction Document; and (g) unless the Administrative Agent has consented otherwise in writing, the Parent or any Subsidiary thereof has entered into definitive agreements to sell the Capital Stock of such Terminating Originator such that it is no longer a wholly-owned Subsidiary of the Parent or all or substantially all of such Terminating Originator’s assets to a Person that is not the Parent or an Affiliate of the Parent. Any termination by an Originator pursuant to this Section 8.3 shall become effective on the later to occur of (i) the first Business Day that follows the day on which the requirements of foregoing clauses (a) through (g) shall have been satisfied or (ii) the date specified in the notice referred to in the foregoing clause (a) (the “Terminating Originator Effective Date”). Any termination by an Originator pursuant to this Section 8.3 shall terminate such Originator’s right and obligation to sell or contribute Receivables and Related Rights to Buyer and Buyer’s agreement, with respect to such Originator, to purchase or accept contributions of such Receivables and Related Rights; provided, however, that such termination shall not relieve such Originator of any of its other obligations, to the extent such obligations relate to Receivables(and Related Rights with respect thereto) originated by such Originator prior to the Terminating Originator Effective Date.

Removal of Originators. Any If in connection with a Business Unit Sale, Parent (or another Exela Party) enters into definitive agreements to sell the Capital Stock of any Originator (a “Terminating Originator”) or all or substantially all of such Terminating Originator’s assets to a Person that is not Exela or an Affiliate of Exela then such Terminating Originator may terminate its obligation to sell, sell and assign Receivables and contribute Receivables Related Assets to Buyer hereunder so long as each of the following conditions is satisfied: (a) Buyer and the Administrative Agent, shall have received prior written notice from Exela or such Terminating Originator (a “Terminating Originator”) specifying the effective date for such termination which shall not be sooner than fifteen five (155) days after Buyer and the Administrative Agent receives such notice; (b) immediately after giving effect to such termination, no Borrowing Base Deficit shall exist (and the Servicer shall have delivered a pro forma Information Package reflecting the removal of such Terminating Originator and an Interim Report setting forth the calculations evidencing satisfaction of this condition precedent); (c) both immediately before and after giving effect to such termination, no Purchase and Sale and Contribution Termination Event, Initial Servicer Replacement Event, Amortization Event, Event of Default or Unmatured Event of Default shall have occurred and be continuing or shall reasonably be expected occur (unless such sale of the Terminating Originator or its assets shall cure such event) and such Terminating Originator shall be deemed to have represented and warranted as to such on and as of the Terminating Originator Termination Effective Date (such representation and warranty to survive such Terminating Originator’s termination as a party hereto);) and, in connection therewith, Liquidity and the Borrowing Base shall be reported on a pro forma basis; and (d) each Obligor of any Receivables originated by such Terminating Originator on or after the Terminating Originator Effective Date shall have been notified to remit payments to an account other than a Collection Account; provided that, to the extent any such Obligor incorrectly remits payments into a Collection Account, the Administrative Agent shall remit such payment as directed by the Servicer; (i) such Terminating Originator may repurchase any existing Pool Receivables originated by such Terminating Originator if (A) are repurchased by such Terminating Originator is an Immaterial Originator and (B) such repurchase is pursuant to an agreement acceptable to the Administrative Agent and (ii) any Pool Receivables not repurchased by such Terminating Originator pursuant to subclause (i) of this clause (e) of this Section 8.3 shall remain with the Borrower (such remaining Pool Receivables, the “Surviving Receivables”)Agent; (fe) such Terminating Originator is not obligated to perform any transitional services with respect to any Surviving Receivables. Related Rights Receivable or Contract other than those Receivables being repurchased pursuant to clause (d) hereof or any Transaction DocumentDocument other than those Transaction Documents such Terminating Originator is simultaneously terminating its obligations under; and (gf) unless the Administrative Agent has consented otherwise in writing, the Parent (or any Subsidiary thereof another Exela Party) has entered into definitive agreements to sell the Capital Stock of such Terminating Originator such that it is no longer a wholly-owned Subsidiary of the Parent or all or substantially all of such Terminating Originator’s assets to a Person that is not the Parent Exela or an Affiliate of the ParentExela. Any termination by an Originator pursuant to this Section 8.3 9.02 shall become effective on the later to occur of (ix) the first Business Day that follows the day on which the requirements of foregoing clauses (a) through (gc) shall have been satisfied or (iiy) the date specified in the notice referred to in the foregoing clause (a) (the “Terminating Originator Termination Effective Date”). Any termination by an Originator pursuant to this Section 8.3 9.02 shall terminate such Originator’s right and obligation to sell or contribute Receivables and Related Rights Assets to Buyer and Buyer’s agreement, with respect to such Originator, to purchase or accept contributions of such Receivables and Related RightsAssets; provided, however, that such termination shall not relieve such Originator of any of its other obligations, to the extent such obligations relate to Receivables(and Receivables (and Related Rights Assets with respect thereto) originated by such Originator prior to the Terminating Originator Termination Effective DateDate and not repurchased pursuant to this Section 9.02.

Removal of Originators. Any Notwithstanding any other provision of this Agreement, any Originator may terminate its obligation be removed as a party to sell, assign and contribute Receivables this Agreement in connection with the sale or transfer of such Originator to Buyer hereunder one or more unrelated third parties without the prior written consent of the Administrative Agent or each Purchaser so long as each of the following conditions is satisfied:are then satisfied (any such entity, an “Excluded Originator”): (a) Buyer and the Servicer shall have given the Buyer, the Administrative Agent, shall have received prior written notice from Agent and each Purchaser at least thirty (30) days’ (or such Originator (a “Terminating Originator”) specifying shorter period of time as may be agreed to in writing by the effective date for such termination which shall not be sooner than fifteen (15) days after Buyer and the Administrative Agent receives in its sole discretion) prior written notice, which may be conditional, of such noticeproposed removal and the identity of each such Excluded Originator; (b) the Servicer shall have delivered to the Buyer, the Administrative Agent and each Purchaser a pro forma Information Package prepared after giving effect to such removal; (c) such Excluded Originator has executed and delivered to the Buyer, each other Originator, the Administrative Agent and each Purchaser an officer’s certificate signed by a Financial Officer of such Excluded Originator with respect to the removal of such Originator in form and substance reasonably acceptable to the Administrative Agent and each Purchaser which shall include, among other things, (i) a certification by such Financial Officer that the requirements set forth in this Section 4.4 have been satisfied and (ii) a statement that the remaining Originators are assuming the indemnity and other obligations of such removed Originator under this Agreement; (d) the sum of (x) the aggregate Outstanding Balance of Receivables of such Excluded Originator at the time of removal plus (y) with respect to each other Originator (if any) previously removed as a party to this Agreement during the prior twelve months, the aggregate Outstanding Balance of Receivables of such Originator at the time of its removal, does not exceed 20.0% of the aggregate Outstanding Balance of all Receivables at such time; (e) such Excluded Originator has instructed each Obligor of the Receivables generated by such Excluded Originator to cease remitting payments with respect to such Receivables to any Collection Account and to instead remit payments with respect thereto to any other account (other than a Collection Account) from time to time identified to such Obligor; (f) such Excluded Originator has delivered such information, documents, certificates and instruments reasonably requested by the Administrative Agent in connection therewith; (g) the principal amount owing to such Excluded Originator under any applicable Subordinated Loan has been (or substantially concurrently will be) reduced to zero; (h) no Capital Coverage Deficit exists or would exist immediately after giving effect to such termination, no Borrowing Base Deficit shall exist (and the Servicer shall have delivered a pro forma Information Package reflecting the removal of such Terminating Originator and setting forth the calculations evidencing satisfaction of this condition precedent)removal; (ci) both immediately before and after giving effect to such termination, no Sale Purchase and Contribution Termination Event, Event (as defined below) or Unmatured Purchase and Contribution Termination Event (as defined below) shall have occurred and be continuing; and (j) no Event of Default or Unmatured Event of Default shall have occurred and be continuing or shall reasonably be expected occur and such Terminating Originator shall be deemed continuing. Effective immediately prior to have represented and warranted as to such on and as of the Terminating Originator Effective Date (such representation and warranty to survive such Terminating Originator’s termination as a party hereto); (d) each Obligor removal of any Receivables originated by such Terminating Excluded Originator on or after the Terminating Originator Effective Date shall have been notified as party to remit payments to an account other than a Collection Account; provided that, to the extent any such Obligor incorrectly remits payments into a Collection Account, the Administrative Agent shall remit such payment as directed by the Servicer; (i) such Terminating Originator may repurchase any existing Pool Receivables originated by such Terminating Originator if (A) such Terminating Originator is an Immaterial Originator and (B) such repurchase is pursuant to an agreement acceptable to the Administrative Agent and (ii) any Pool Receivables not repurchased by such Terminating Originator pursuant to subclause (i) of this clause (e) of this Section 8.3 shall remain with the Borrower (such remaining Pool Receivables, the “Surviving Receivables”); (f) such Terminating Originator is not obligated to perform any transitional services with respect to any Surviving Receivables. Related Rights or any Transaction Document; and (g) unless the Administrative Agent has consented otherwise in writing, the Parent or any Subsidiary thereof has entered into definitive agreements to sell the Capital Stock of such Terminating Originator such that it is no longer a wholly-owned Subsidiary of the Parent or all or substantially all of such Terminating Originator’s assets to a Person that is not the Parent or an Affiliate of the Parent. Any termination by an Originator Agreement pursuant to this Section 8.3 shall become effective on the later 4.4, such Excluded Originator hereby delegates to occur Harsco, and Harsco hereby assumes, all of (i) the first Business Day that follows the day on which the requirements of foregoing clauses (a) through (g) shall have been satisfied or (ii) the date specified in the notice referred to in the foregoing clause (a) (the “Terminating Originator Effective Date”). Any termination by an Originator pursuant to this Section 8.3 shall terminate such Excluded Originator’s right duties, obligations and obligation to sell or contribute Receivables liabilities (including the indemnity obligations under Section 9.1 of this Agreement) under this Agreement and Related Rights to Buyer and Buyer’s agreement, with respect to such Originator, to purchase or accept contributions each of such Receivables and Related Rights; provided, however, that such termination shall not relieve such Originator of any of its the other obligations, to the extent such obligations relate to Receivables(and Related Rights with respect thereto) originated by such Originator prior to the Terminating Originator Effective DateTransaction Documents.

Removal of Originators. Any Originator may terminate its obligation ability to sell, sell and assign and contribute Receivables to Buyer Borrower hereunder so long as each of the following conditions is satisfied: (ai) Buyer Borrower and the Administrative Agent, shall have received prior written notice from such Originator (a “Terminating Originator”) specifying the effective date for such termination which shall not be sooner than fifteen (15) 15 days after Buyer Borrower and the Administrative Agent receives such notice; (bii) immediately after giving effect to such termination, no Borrowing Base Deficit shall exist (and the Servicer shall have delivered a pro forma Information Package reflecting the removal of such Terminating Originator and setting forth the calculations evidencing satisfaction of this condition precedentprecedent in form and substance satisfactory to the Administrative Agent); (ciii) both immediately before and after giving effect to such termination, no Sale and Contribution Termination Early Amortization Event, Unmatured Initial Servicer Default, Initial Servicer Default, Event of Default or Unmatured Event of Default shall have occurred and be continuing or shall reasonably be expected to occur and such Terminating Originator shall be deemed to have represented and warranted as to such on and as of the Terminating Originator Termination Effective Date (such representation and warranty to survive such Terminating Originator’s termination as a party hereto); (div) each Obligor either (a) such Terminating Originator has given the Administrative Agent prior written notice of any its intent to stop selling Receivables and the Terminating Originator has notified the Administrative Agent, and the Administrative Agent has confirmed, that there are no Pool Receivables originated by such Terminating Originator on outstanding or after the Terminating Originator Effective Date shall have been notified to remit payments to an account other than a Collection Account; provided that, to the extent any such Obligor incorrectly remits payments into a Collection Account, the Administrative Agent shall remit such payment as directed by the Servicer; (ib) such Terminating Originator may repurchase any existing Pool Receivables originated by such Terminating Originator if (A) are repurchased by such Terminating Originator is an Immaterial Originator and (B) such repurchase is pursuant to an agreement acceptable to the Administrative Agent in its sole and (ii) any Pool Receivables not repurchased by such Terminating Originator pursuant to subclause (i) of this clause (e) of this Section 8.3 shall remain with the Borrower (such remaining Pool Receivables, the “Surviving Receivables”);absolute discretion; and (fv) such Terminating Originator is not obligated to perform any transitional services with respect to any Surviving Receivables. Related Rights Pool Receivable, Contract or any Transaction Document; and (g) unless the Administrative Agent has consented otherwise in writing, the Parent or any Subsidiary thereof has entered into definitive agreements to sell the Capital Stock of such Terminating Originator such that it is no longer a wholly-owned Subsidiary of the Parent or all or substantially all of such Terminating Originator’s assets to a Person that is not the Parent or an Affiliate of the Parent. Any termination by an Originator pursuant to this Section 8.3 9.02 shall become effective on the later to occur of (i) the first Business Day that follows the day on which the requirements of foregoing clauses (ai) through (gvi) shall have been satisfied or (ii) the date specified in the notice referred to in the foregoing clause (ai) (the “Terminating Originator Termination Effective Date”). Any termination by an Originator pursuant to this Section 8.3 9.02 shall terminate such Originator’s right and obligation to sell or contribute Receivables and the Related Rights Assets to Buyer Borrower and BuyerBorrower’s agreement, with respect to such Originator, to purchase or accept contributions of such Receivables and Related RightsAssets; provided, however, that such termination shall not relieve such Originator of any of its other obligations, to the extent such obligations relate to Receivables(and Transferred Receivables (and Related Rights Assets with respect thereto) originated by such Originator prior to the Terminating Originator Termination Effective Date.

Removal of Originators. Any If in connection with a Business Unit Sale, Parent (or another Exela Party) enters into definitive agreements to sell the Capital Stock of any Originator (a “Terminating Originator”) or all or substantially all of such Terminating Originator’s assets to a Person that is not Exela or an Affiliate of Exela then such Terminating Originator may terminate its obligation to sell, sell and assign and contribute Receivables Transferred Assets to Buyer hereunder so long as each of the following conditions is satisfied: (a) Buyer and the Administrative Agent, shall have received prior written notice from Exela or such Terminating Originator (a “Terminating Originator”) specifying the effective date for such termination which shall not be sooner than fifteen five (155) days after Buyer and the Administrative Agent receives such notice; (b) immediately after giving effect to such termination, no Borrowing Base Deficit shall exist (and the Servicer shall have delivered a pro forma Information Package reflecting the removal of such Terminating Originator and an Interim Report setting forth the calculations evidencing satisfaction of this condition precedent); (c) both immediately before and after giving effect to such termination, no Purchase and Sale and Contribution Termination Event, Unmatured Initial Servicer Default, Initial Servicer Default, Amortization Event, Event of Default or Unmatured Event of Default shall have occurred and be continuing or shall reasonably be expected occur (unless such sale of the Terminating Originator or its assets shall cure such event) and such Terminating Originator shall be deemed to have represented and warranted as to such on and as of the Terminating Originator Termination Effective Date (such representation and warranty to survive such Terminating Originator’s termination as a party hereto)) and, in connection therewith, Liquidity and the Borrowing Base shall be reported on a pro forma basis; (d) each Obligor any Intellectual Property of any Receivables originated such Terminating Originator are repurchased by such Terminating Originator on or after the Terminating Originator Effective Date shall have been notified to remit payments to an account other than a Collection Account; provided that, to the extent any such Obligor incorrectly remits payments into a Collection Account, the Administrative Agent shall remit such payment as directed by the Servicer; (i) such Terminating Originator may repurchase any existing Pool Receivables originated by such Terminating Originator if (A) such Terminating Originator is an Immaterial Originator and (B) such repurchase is pursuant to an agreement acceptable to the Administrative Agent and (ii) any Pool Receivables not repurchased by such Terminating Originator pursuant to subclause (i) of this clause (e) of this Section 8.3 shall remain with the Borrower (such remaining Pool Receivables, the “Surviving Receivables”)Agent; (fe) such Terminating Originator is not obligated to perform any transitional services with respect to any Surviving Receivables. Related Rights Intellectual Property other than such Intellectual Property Receivables being repurchased pursuant to clause (d) hereof or any Transaction DocumentDocument other than those Transaction Documents such Terminating Originator is simultaneously terminating its obligations under;; and (gf) unless the Administrative Agent has consented otherwise in writing, the Parent (or any Subsidiary thereof another Exela Party) has entered into definitive agreements to sell the Capital Stock of such Terminating Originator such that it is no longer a wholly-owned Subsidiary of the Parent or all or substantially all of such Terminating Originator’s assets to a Person that is not the Parent Exela or an Affiliate of the ParentExela. Any termination by an Originator pursuant to this Section 8.3 9.02 shall become effective on the later to occur of (ix) the first Business Day that follows the day on which the requirements of foregoing clauses (a) through (gc) shall have been satisfied or (iiy) the date specified in the notice referred to in the foregoing clause (a) (the “Terminating Originator Termination Effective Date”). Any termination by an Originator pursuant to this Section 8.3 9.02 shall terminate such Originator’s right and obligation to sell or contribute Receivables and Related Rights Transferred Assets to Buyer and Buyer’s agreement, with respect to such Originator, to purchase or accept contributions of such Receivables and Related RightsTransferred Assets; provided, however, that such termination shall not relieve such Originator of any of its other obligations, to the extent such obligations relate to Receivables(and Related Rights with respect thereto) originated by such Originator Transferred Assets transferred prior to the Terminating Originator Termination Effective DateDate and not repurchased pursuant to this Section 9.02.

Removal of Originators. Any If in connection with a Business Unit Sale, Parent (or another Exela Party) enters into definitive agreements to sell the Capital Stock of any Originator (a “Terminating Originator”) or all or substantially all of such Terminating Originator’s assets to a Person that is not Exela or an Affiliate of Exela then such Terminating Originator may terminate its obligation to sell, sell and assign and contribute Receivables Transferred Assets to Buyer hereunder so long as each of the following conditions is satisfied: (a) Buyer and the Administrative Agent, shall have received prior written notice from Exela or such Terminating Originator (a “Terminating Originator”) specifying the effective date for such termination which shall not be sooner than fifteen five (155) days after Buyer and the Administrative Agent receives such notice; (b) immediately after giving effect to such termination, no Borrowing Base Deficit shall exist (and the Servicer shall have delivered a pro forma Information Package reflecting the removal of such Terminating Originator and an Interim Report setting forth the calculations evidencing satisfaction of this condition precedent); (c) both immediately before and after giving effect to such termination, no Purchase and Sale and Contribution Termination Event, Unmatured Initial Servicer Default, Initial Servicer Default, Amortization Event, Event of Default or Unmatured Event of Default shall have occurred and be continuing or shall reasonably be expected occur (unless such sale of the Terminating Originator or its assets shall cure such event) and such Terminating Originator shall be deemed to have represented and warranted as to such on and as of the Terminating Originator Termination Effective Date (such representation and warranty to survive such Terminating Originator’s termination as a party hereto)) and, in connection therewith, Liquidity and the Borrowing Base shall be reported on a pro forma basis; (d) each Obligor any Inventory of any Receivables originated such Terminating Originator are repurchased by such Terminating Originator on or after the Terminating Originator Effective Date shall have been notified to remit payments to an account other than a Collection Account; provided that, to the extent any such Obligor incorrectly remits payments into a Collection Account, the Administrative Agent shall remit such payment as directed by the Servicer; (i) such Terminating Originator may repurchase any existing Pool Receivables originated by such Terminating Originator if (A) such Terminating Originator is an Immaterial Originator and (B) such repurchase is pursuant to an agreement acceptable to the Administrative Agent and (ii) any Pool Receivables not repurchased by such Terminating Originator pursuant to subclause (i) of this clause (e) of this Section 8.3 shall remain with the Borrower (such remaining Pool Receivables, the “Surviving Receivables”)Agent; (fe) such Terminating Originator is not obligated to perform any transitional services with respect to any Surviving Receivables. Related Rights Inventory or any Transaction DocumentDocument other than such Inventory being repurchased pursuant to clause (d) hereof and those Transaction Documents such Terminating Originator is simultaneously terminating its obligations under; and (gf) unless the Administrative Agent has consented otherwise in writing, the Parent (or any Subsidiary thereof another Exela Party) has entered into definitive agreements to sell the Capital Stock of such Terminating Originator such that it is no longer a wholly-owned Subsidiary of the Parent or all or substantially all of such Terminating Originator’s assets to a Person that is not the Parent Exela or an Affiliate of the ParentExela. Any termination by an Originator pursuant to this Section 8.3 9.02 shall become effective on the later to occur of (ix) the first Business Day that follows the day on which the requirements of foregoing clauses (a) through (gc) shall have been satisfied or (iiy) the date specified in the notice referred to in the foregoing clause (a) (the “Terminating Originator Termination Effective Date”). Any termination by an Originator pursuant to this Section 8.3 9.02 shall terminate such Originator’s right and obligation to sell or contribute Receivables and Related Rights Transferred Assets to Buyer and Buyer’s agreement, with respect to such Originator, to purchase or accept contributions of such Receivables and Related RightsTransferred Assets; provided, however, that such termination shall not relieve such Originator of any of its other obligations, to the extent such obligations relate to Receivables(and Related Rights with respect thereto) originated by such Originator Transferred Assets transferred prior to the Terminating Originator Termination Effective DateDate and not repurchased pursuant to this Section 9.02.

Removal of Originators. Any If in connection with a Business Unit Sale, Parent (or another Exela Party) enters into definitive agreements to sell the Capital Stock of any Originator (a “Terminating Originator”) or all or substantially all of such Terminating Originator’s assets to a Person that is not Exela or an Affiliate of Exela then such Terminating Originator may terminate its obligation to sell, sell and assign Receivables and contribute Receivables Related Assets to Buyer hereunder so long as each of the following conditions is satisfied: (a) Buyer and the Administrative Agent, shall have received prior written notice from Exela or such Terminating Originator (a “Terminating Originator”) specifying the effective date for such termination which shall not be sooner than fifteen five (155) days after Buyer and the Administrative Agent receives such notice; (b) immediately after giving effect to such termination, no Borrowing Base Capital Coverage Deficit shall exist (and the Servicer shall have delivered a pro forma Information Package reflecting the removal of such Terminating Originator and an Interim Report setting forth the calculations evidencing satisfaction of this condition precedent); (c) both immediately before and after giving effect to such termination, no Purchase and Sale and Contribution Termination Event, Initial Servicer Replacement Event, Amortization Event, Event of Default Termination or Unmatured Event of Default Termination shall have occurred and be continuing or shall reasonably be expected occur (unless such sale of the Terminating Originator or its assets shall cure such event) and such Terminating Originator shall be deemed to have represented and warranted as to such on and as of the Terminating Originator Termination Effective Date (such representation and warranty to survive such Terminating Originator’s termination as a party hereto)) and, in connection therewith, Liquidity and Capital Coverage Amount shall be reported on a pro forma basis; (d) each Obligor of any Receivables originated by such Terminating Originator on or after the Terminating Originator Effective Date shall have been notified to remit payments to an account other than a Collection Account; provided that, to the extent any such Obligor incorrectly remits payments into a Collection Account, the Administrative Agent shall remit such payment as directed by the Servicer; (i) such Terminating Originator may repurchase any existing Pool Receivables originated by such Terminating Originator if (A) are repurchased by such Terminating Originator is an Immaterial Originator and (B) such repurchase is pursuant to an agreement acceptable to the Administrative Agent and (ii) any Pool Receivables not repurchased by such Terminating Originator pursuant to subclause (i) of this clause (e) of this Section 8.3 shall remain with the Borrower (such remaining Pool Receivables, the “Surviving Receivables”)Agent; (fe) such Terminating Originator is not obligated to perform any transitional services with respect to any Surviving Receivables. Related Rights Receivable or Contract other than those Receivables being repurchased pursuant to clause (d) hereof or any Transaction DocumentDocument other than those Transaction Documents such Terminating Originator is simultaneously terminating its obligations under; and (gf) unless the Administrative Agent has consented otherwise in writing, the Parent (or any Subsidiary thereof another Exela Party) has entered into definitive agreements to sell the Capital Stock of such Terminating Originator such that it is no longer a wholly-owned Subsidiary of the Parent or all or substantially all of such Terminating Originator’s assets to a Person that is not the Parent Exela or an Affiliate of the ParentExela. Any termination by an Originator pursuant to this Section 8.3 9.02 shall become effective on the later to occur of (ix) the first Business Day that follows the day on which the requirements of foregoing clauses (a) through (gc) shall have been satisfied or (iiy) the date specified in the notice referred to in the foregoing clause (a) (the “Terminating Originator Termination Effective Date”). Any termination by an Originator pursuant to this Section 8.3 9.02 shall terminate such Originator’s right and obligation to sell or contribute Receivables and Related Rights Assets to Buyer and Buyer’s agreement, with respect to such Originator, to purchase or accept contributions of such Receivables and Related RightsAssets; provided, however, that such termination shall not relieve such Originator of any of its other obligations, to the extent such obligations relate to Receivables(and Receivables (and Related Rights Assets with respect thereto) originated by such Originator prior to the Terminating Originator Termination Effective DateDate and not repurchased pursuant to this Section 9.02.

Removal of Originators. Any Originator may terminate its obligation The parties hereto agree that, in order to sell, assign and contribute Receivables to Buyer hereunder so long avoid the occurrence of an Event of Termination under Section 7.01(l) as each a result of the following conditions is satisfied: sale of an Originator to a third party (awhether through the sale of equity interests of such Originator, a merger with such Originator or otherwise), the Seller, the applicable Intermediate SPV and any applicable Designated Entity may, upon not less than thirty (30) Buyer and the Administrative Agent, shall have received days prior written notice from the Seller to each Agent (which notice shall in any event be delivered to each Agent not less than thirty (30) days prior to the occurrence of such Event of Termination), cease purchasing or acquiring Originator Receivables, directly or indirectly, from such Originator, at which time such Originator (a shall cease to be an “Terminating Originator”) specifying ” for the effective date for such termination which shall not be sooner than fifteen (15) days after Buyer purposes of this Agreement and the Administrative Agent receives other Transaction Documents (such notice; time, the “Originator Removal Effective Time”); provided, that (bA) immediately after giving effect to such termination, no Borrowing Base Deficit shall exist (and the Servicer shall have delivered a pro forma Information Package reflecting the removal of such Terminating Originator and setting forth the calculations evidencing satisfaction of this condition precedent); (c) both immediately before and after giving effect to such termination, no Sale and Contribution Termination Event, Event of Default Termination or Unmatured Incipient Event of Default Termination shall have occurred and be continuing or shall reasonably would result from such Originator ceasing to be expected an “Originator” for purposes of this Agreement and the other Transaction Documents or as a result of any of the other transactions contemplated to occur and such Terminating Originator shall be deemed to have represented and warranted as to such on and under this Section 7.02 in connection therewith, (B) effective as of the Terminating Originator Removal Effective Date (such representation and warranty to survive such Terminating Originator’s termination as a party hereto); (d) each Obligor of any Time, no further Originator Receivables originated created by such Terminating Originator on or after the Terminating Originator Effective Date shall have been notified may be transferred to remit payments any other IR Party pursuant to an account other than a Collection Account; provided thatany Purchase Agreement, to the extent any such Obligor incorrectly remits payments into a Collection Account, the Administrative Agent shall remit such payment as directed by the Servicer; (iC) such Terminating Originator shall not be a Designated Entity at the time of its removal unless each Originator from which such Designated Entity may repurchase any existing Pool acquire Originator Receivables originated by such Terminating Originator if (A) such Terminating Originator is an Immaterial Originator and (B) such repurchase is pursuant to any Purchase Agreement is simultaneously removed as an agreement acceptable to “Originator” in compliance with the Administrative Agent and (ii) any Pool Receivables not repurchased by such Terminating Originator pursuant to subclause (i) of this clause (e) terms of this Section 8.3 shall remain 7.02, (D) no Originator may cease to be an “Originator” if the aggregate Outstanding Balance of all Eligible Receivables created by such Originator (or if more than one such Originator, by such Originators) as of the applicable Originator Removal Effective Time, together with the Borrower aggregate Outstanding Balance of all Eligible Receivables created by each other Person which has ceased to be an “Originator” at any time as of the Originator Removal Effective Time with respect to such Person in each case, shall exceed 10% of the aggregate Outstanding Balance of all Eligible Receivables created by all Persons which were “Originators” as of the date hereof, determined as of the date hereof (and the Seller shall deliver to the Agents a certificate, in form satisfactory to the Agents, certifying in reasonable detail that the foregoing requirement has been satisfied), (E) after the Originator Removal Effective Time, such remaining Pool Receivables, Originator shall continue to have obligations (x) under the “Surviving Receivables”); (f) such Terminating Originator is not obligated to perform any transitional services Transaction Documents with respect to any Surviving Receivables. Related Rights breach of any representation or warranty by such Originator under any Transaction Document and (y) under any provision of any Transaction Document which is intended to survive the termination of such Transaction Document, including without limitation under any indemnity or expense reimbursement sections of any Transaction Document; and , (gF) unless the Administrative Agent has consented otherwise in writingno Level 1 Downgrade Event or Level 2 Downgrade Event exists, the Parent or any Subsidiary thereof has entered into definitive agreements to sell the Capital Stock of such Terminating Originator such that it is no longer a wholly-owned Subsidiary of the Parent or all or substantially all of such Terminating Originator’s assets to a Person that is not the Parent or an Affiliate of the Parent. Any termination by an Originator pursuant to this Section 8.3 shall become effective on the later to occur of and (iG) the first Business Day that follows the day on which the requirements of foregoing clauses (a) through (g) shall have been satisfied or (ii) the date specified in the notice referred to in the foregoing clause (a) (the “Terminating Originator Effective Date”). Any termination by an Originator pursuant to this Section 8.3 shall terminate such Originator’s right and obligation to sell or contribute Receivables and Related Rights to Buyer and Buyer’s agreement, with respect to such Originator, to purchase or accept contributions of such Receivables and Related Rights; provided, however, that such termination shall not relieve such Originator of any of its other obligations, to the extent such obligations relate to Receivables(and Related Rights with respect thereto) originated by such Originator prior to the Terminating Original Removal Effective Time, the Agents shall have received such documentation, reasonably satisfactory to the Agents, duly executed and delivered by the intended parties thereto, as is necessary in order to consummate the removal of any Originator Effective Dateas an “Originator” for the purposes of this Agreement and the other Transaction Documents. A notice from the Seller of the removal of an Originator may be withdrawn by a subsequent written notice to the Agents if it is determined that a proposed sale of such Originator to a third party will not be consummated.

Removal of Originators. Any Originator that is an Immaterial Originator at the relevant time of determination may terminate its obligation to sell, sell and assign and contribute Receivables to Buyer hereunder so long as each of the following conditions is satisfied: (ai) Buyer and the Administrative Agent, shall have received prior written notice from such Originator (a “Terminating Originator”) specifying the effective date for such termination which shall not be sooner than fifteen (15) 15 days after Buyer and the Administrative Agent receives such notice; (bii) immediately after giving effect to such termination, no Borrowing Base Deficit shall exist (and the Servicer shall have delivered a pro forma Information Package reflecting the removal of such Terminating Originator and an Interim Report setting forth the calculations evidencing satisfaction of this condition precedent); (ciii) both immediately before and after giving effect to such termination, no Purchase and Sale and Contribution Termination Event, Unmatured Initial Servicer Default, Initial Servicer Default, Event of Default or Unmatured Event of Default shall have occurred and be continuing or shall reasonably be expected occur and such Terminating Originator shall be deemed to have represented and warranted as to such on and as of the Terminating Originator Termination Effective Date (such representation and warranty to survive such Terminating Originator’s termination as a party hereto)) and, in connection therewith, Liquidity shall be reported on a pro forma basis; (div) each Obligor of any Receivables originated by such Terminating Originator on or after the Terminating Originator Effective Date shall have been notified to remit payments to an account other than a Continuing Collection Account; provided that, to the extent any such Obligor incorrectly remits payments into a Continuing Collection Account, the Administrative Agent shall remit such payment as directed by the ServicerServicer or Terminating Originator; (iv) such Terminating Originator may repurchase any existing Pool Receivables originated by such Terminating Originator if (A) are repurchased by such Terminating Originator is an Immaterial Originator and (B) such repurchase is pursuant to an agreement acceptable to the Administrative Agent and (ii) any Pool Receivables not repurchased by such Terminating Originator pursuant to subclause (i) of this clause (e) of this Section 8.3 shall remain with the Borrower (such remaining Pool Receivables, the “Surviving Receivables”)Agent; (fvi) such Terminating Originator is not obligated to perform any transitional services with respect to any Surviving Receivables. Related Rights Receivable, Contract or any Transaction Document; and (gvii) unless the Administrative Agent has consented otherwise in writing, the Parent (or any Subsidiary thereof another Exela Party) has entered into definitive agreements to sell the Capital Stock of such Terminating Originator such that it is no longer a wholly-owned Subsidiary of the Parent or all or substantially all of such Terminating Originator’s assets to a Person that is not the Parent Exela or an Affiliate of the ParentExela. Any termination by an Originator pursuant to this Section 8.3 9.02 shall become effective on the later to occur of (i) the first Business Day that follows the day on which the requirements of foregoing clauses (ai) through (gvi) shall have been satisfied or (ii) the date specified in the notice referred to in the foregoing clause (ai) (the “Terminating Originator Termination Effective Date”). Any termination by an Originator pursuant to this Section 8.3 9.02 shall terminate such Originator’s right and obligation to sell or contribute Receivables and the Related Rights Assets to Buyer and Buyer’s agreement, with respect to such Originator, to purchase or accept contributions of such Receivables and Related RightsAssets; provided, however, that such termination shall not relieve such Originator of any of its other obligations, to the extent such obligations relate to Receivables(and Receivables (and Related Rights Assets with respect thereto) originated by such Originator prior to the Terminating Originator Termination Effective Date.