Common use of Termination of Originators Clause in Contracts

Termination of Originators. An Originator may be removed as an Originator hereunder, with the prior written consent of the Buyer, the Administrative Agent and each Group Agent (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Group Agent on or before the date of such addition: (a) such Originator shall have submitted a written notice (an “Originator Termination Notice”) to the Buyer, the Administrative Agent and each Group Agent notifying them of its request to terminate its status as an Originator and specifying the date on which such termination is to take effect (an “Originator Termination Effective Date”); (b) the related Originator Termination Effective Date is at least thirty (30) calendar days after the date of such Originator Termination Notice (or such earlier date as consented to by the Buyer, the Administrative Agent and each Group Agent); (c) the Servicer shall have delivered a pro forma Interim Report showing that no Borrowing Base Deficit shall exist after giving effect to the requested termination and excluding all Receivables originated by such Originator to be terminated; (d) the Servicer shall have provided such other information with respect to such Originator to be terminated as the Buyer, the Administrative Agent or any Group Agent may reasonably request; (e) no Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event shall have occurred and be continuing; and (f) no Event of Default or Unmatured Event of Default shall have occurred and be continuing. (g) Schedules I, II, III and IV shall be amended to reflect the termination of such Originator; and (h) if such Originator to be removed is the Servicer, the Buyer, the Administrative Agent and each Group Agent shall have approved the successor Servicer. (b) the related Addition or Removal of Excluded Obligor Effective Date is at least thirty (30) calendar days after the date of such Addition or Removal of Excluded Obligor Notice (or such earlier date as consented to by the Buyer, the Administrative Agent and the Majority Group Agents) ; (c) the Servicer shall have delivered a pro forma Interim Report showing that no Borrowing Base Deficit shall exist after giving effect to such addition or removal and the related excluding or adding, as the case may be, of all Receivables from such Obligor to be added or removed as an Excluded Obligor; (d) the Servicer shall have provided such other information with respect to such Obligor to be added or removed as an Excluded Obligor as the Buyer, the Administrative Agent or any Group Agent may reasonably request; (e) no Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event shall have occurred and be continuing; and (f) no Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Termination of Originators. An Originator may be removed as an Originator hereunder, with the prior written consent of the Buyer, the Administrative Agent and each Group Agent Lender (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Group Agent Lender on or before the date of such addition: : (a) such Originator shall have submitted a written notice (an “Originator Termination Notice”) to the Buyer, the Administrative Agent and each Group Agent Lender notifying them of its request to terminate its status as an Originator and specifying the date on which such termination is to take effect (an “Originator Termination Effective Date”); ; (b) the related Originator Termination Effective Date is at least thirty (30) calendar days after the date of such Originator Termination Notice (or such earlier date as consented to by the Buyer, the Administrative Agent and each Group AgentLender); ; (c) the Servicer shall have delivered a pro forma Interim Report showing that no Borrowing Base Deficit shall exist after giving effect to the requested termination and excluding all Receivables originated by such Originator to be terminated; ; (d) the Servicer shall have provided such other information with respect to such Originator to be terminated as the Buyer, the Administrative Agent or any Group Agent Lender may reasonably request; ; (e) no Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event shall have occurred and be continuing; and and (f) no Event of Default or Unmatured Event of Default shall have occurred and be continuing. . (g) Schedules I, II, III and IV shall be amended to reflect the termination of such Originator, in each case, upon delivery by the Buyer of an updated schedule (as agreed to by the Administrative Agent and the Lenders) to the Administrative Agent and the Lenders; and and (h) if such Originator to be removed is the Servicer, the Buyer, the Administrative Agent and each Group Agent Lender shall have approved the successor Servicer. (b) the related Addition or Removal of Excluded Obligor Effective Date is at least thirty (30) calendar days after the date of such Addition or Removal of Excluded Obligor Notice (or such earlier date as consented to by the Buyer, the Administrative Agent and the Majority Group Agents) ; (c) the Servicer shall have delivered a pro forma Interim Report showing that no Borrowing Base Deficit shall exist after giving effect to such addition or removal and the related excluding or adding, as the case may be, of all Receivables from such Obligor to be added or removed as an Excluded Obligor; (d) the Servicer shall have provided such other information with respect to such Obligor to be added or removed as an Excluded Obligor as the Buyer, the Administrative Agent or any Group Agent may reasonably request; (e) no Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event shall have occurred and be continuing; and (f) no Event of Default or Unmatured Event of Default shall have occurred and be continuing.

Termination of Originators. An (a) Any Originator may shall be removed terminated as an Originator hereunder, hereunder by the Buyer on the date such Originator ceases to be a direct or indirect Subsidiary of Xxxxxx Micro; provided that (i) the aggregate Outstanding Balance of Transferred Receivables sold by all Originators which so cease to be Subsidiaries at such time (together with the prior aggregate Outstanding Balance of Transferred Receivables sold by all Originators which have been terminated pursuant to this Section 8.11 within the preceding 90 days) shall not exceed 10% of the aggregate Outstanding Balance of all Transferred Receivables and (ii) no Purchase Termination Event or Potential Purchase Termination Event (other than with respect to the Originator so terminated) has occurred and is continuing, or would occur as a result thereof. From and after the date any such Originator ceases to be a direct or indirect Subsidiary of Xxxxxx Micro, the Buyer shall cease buying Receivables and other Receivable Assets from such Originator. Each such Originator shall be released as an Originator party hereto for all purposes and shall cease to be a party hereto on the 91st day after the date on which there are no amounts outstanding with respect to Transferred Receivables previously transferred by such Originator to the Buyer, whether such amounts have been collected or written consent off in accordance with the Credit and Collection Policy, except to the extent of such Originator's continuing obligations under Section 8.11(c) below. Prior to such date, such Originator shall be obligated to perform its obligations hereunder and under the other Related Documents to which it is a party with respect to Transferred Receivables and other Receivable Assets previously sold by such Originator to the Buyer, including, without limitation, its obligation to direct the deposit of Collections into the appropriate Lockbox or Lockbox Account. (b) From time to time the Originators, or the Servicer on behalf of the Originators, may request in writing that the Buyer designate one or more Originators as Originators that shall cease to be parties to this Agreement; provided that no Purchase Termination Event or Potential Purchase Termination Event has occurred and is continuing, or would occur as a result thereof. Promptly after receipt of any such designation by the Buyer, the Administrative Agent and each Group Agent Originators shall either (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Group Agent on or before the date of such addition: (ai) such Originator shall have submitted a written notice (an “Originator Termination Notice”) to the Buyer, the Administrative Agent and each Group Agent notifying them of its request elect not to terminate its status as an Originator and specifying the such designated Originators or (ii) select a date, which date on which such termination is to take effect (an “Originator Termination Effective Date”); (b) the related Originator Termination Effective Date is at least thirty (30) calendar shall not be later than 30 days after the date of receipt of such designation, as the "Sale Termination Date" for such designated Originators. From and after such Sale Termination Date, the Buyer shall cease buying Receivables and other Receivable Assets from such Originators. Each such Originator Termination Notice (or such earlier shall be released as an Originator hereunder and a party hereto for all purposes and shall cease to be a party hereto on the 91st day after the date as consented on which there are no amounts outstanding with respect to by the Buyer, the Administrative Agent Transferred Receivables and each Group Agent); (c) the Servicer shall have delivered a pro forma Interim Report showing that no Borrowing Base Deficit shall exist after giving effect to the requested termination and excluding all Receivables originated other Receivable Assets previously transferred by such Originator to the Buyer, whether such amounts have been collected or written off in accordance with the Credit and Collection Policy, except to the extent of such Originator's continuing obligations under Section 8.11(c) below. Prior to such date, such Originator shall be terminated; obligated to perform its obligations hereunder and under the other Related Documents to which it is a party with respect to Transferred Receivables and other Receivable Assets previously sold by such Originator to the Buyer, including, without limitation, its obligation to direct the deposit of Collections into the appropriate Lockbox or Lockbox Account. (dc) the Servicer A terminated Originator shall have provided such no obligation to repurchase any Transferred Receivables and other information Receivable Assets previously sold by it to the Buyer on and after the 90th day following the date on which there are no amounts outstanding with respect to such Originator to be terminated as the BuyerTransferred Receivables, the Administrative Agent or any Group Agent may reasonably request; (e) no Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event shall but will have occurred and be continuing; and (f) no Event of Default or Unmatured Event of Default shall have occurred and be continuing. (g) Schedules I, II, III and IV shall be amended to reflect the termination of such Originator; and (h) if such Originator to be removed is the Servicer, the Buyer, the Administrative Agent and each Group Agent shall have approved the successor Servicer. (b) the related Addition or Removal of Excluded Obligor Effective Date is at least thirty (30) calendar days after the date of such Addition or Removal of Excluded Obligor Notice (or such earlier date as consented to by the Buyer, the Administrative Agent and the Majority Group Agents) ; (c) the Servicer shall have delivered a pro forma Interim Report showing that no Borrowing Base Deficit shall exist after giving effect to such addition or removal and the related excluding or adding, as the case may be, of all Receivables from such Obligor to be added or removed as an Excluded Obligor; (d) the Servicer shall have provided such other information continuing obligations with respect to such Obligor Transferred Receivables and other Receivable Assets (including making any Dilution Adjustment Payments, Originator Adjustment Payments and Originator Indemnification Payments and with respect to be added or removed as an Excluded Obligor as any Indemnified Liabilities) to the Buyer, the Administrative Agent or any Group Agent may reasonably request; (e) no Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event shall have occurred and be continuing; and (f) no Event of Default or Unmatured Event of Default shall have occurred and be continuingextent such obligations arise hereunder.

Termination of Originators. (a) An Originator may be removed as an Originator hereunder, with the prior written consent of the Buyer, the Administrative Agent and each Group Agent (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Group Agent on or before the date of such addition: (a) such Originator shall have submitted submit a written notice (an “Originator Termination Notice”) to the Buyer, Transferee and the Administrative Agent and each Group Agent Agents notifying them of its request to terminate its status as an Originator and specifying the date on which such termination is to take effect (an the “Originator Termination Effective Date”); . (b) Such Originator Termination Notice shall be an “Orderly Originator Termination Notice” and the related request to terminate such Originator shall be effective if the following conditions are satisfied: (i) the applicable Originator Termination Effective Date is at least thirty (30) calendar 30 days after the date of such Originator Termination Notice (or such earlier date as consented to by which the Buyer, the Administrative Collateral Agent and each Group Agentshall reasonably consent); ; (c) the Servicer shall have delivered a pro forma Interim Report showing that no Borrowing Base Deficit shall exist after giving effect to the requested termination and excluding all Receivables originated by such Originator to be terminated; (d) the Servicer shall have provided such other information with respect to such Originator to be terminated as the Buyer, the Administrative Agent or any Group Agent may reasonably request; (eii) no Purchase and Sale Unmatured Termination Event or Unmatured Purchase and Sale Event, Termination Event shall have occurred and be continuing; and (f) no Event of Event, Default or Unmatured Event of Default shall have occurred and be continuing. (g) Schedules Icontinuing at the time of, IIor will occur and be continuing after giving effect to, III and IV shall be amended to reflect the termination of such Originator; ; (iii) such Originator shall have (x) established new lockboxes and deposit accounts for the collection of its Receivables on and after the applicable Originator Termination Effective Date, (hy) if instructed all Obligors with respect to the Receivables of such Originator to make payments to such new lockboxes and deposit accounts on and after the applicable Originator Termination Effective Date and (z) instructed all Obligors not to, on or after the applicable Originator Termination Effective Date, make any payments with respect to such Receivables to the Lockboxes or Collection Accounts; (iv) a certificate has been delivered to the Agents by an Authorized Officer of such Originator and an Authorized Officer of the Transferee certifying the statements in clauses (b)(ii) and (b)(iii) above; (v) subject to the limitations set forth in Section 12.22 of the Credit Agreement, the Transferee and the remaining Originators agree to any modified transaction terms which may be removed requested by the Agents as being necessary to maintain an implied rating equivalent to the implied rating of the facility evidenced by the Loan Documents immediately prior to the termination of such Originator, as determined by the Agents in the exercise of their Reasonable Credit Judgment, including, but not limited to, direct or indirect changes to (i) the definitions of Advance Rate, Borrowing Base, Eligible Receivables, Eligible Unbilled Receivables Balance, Excess Concentration Amount, Net Receivables Balance, (ii) the definitions of Concentration Limit and Reserves after the termination of such Originator, which shall be set and calculated consistent with such methodology prior to the termination of such Originator, and (iii) the Dilution Ratio, Delinquency Ratio and Default Ratio set forth in Section 10.01(q) of the Credit Agreement after the termination of such Originator, which shall be set and calculated consistent with the methodology used to set and calculate such ratios prior to the termination of such Originator; (vi) the Servicer shall have delivered (i) a pro forma Borrowing Base Report as of the Calculation Date most recently reported immediately prior to the applicable Originator Termination Effective Date or (ii) if an Enhanced Reporting Event shall be continuing at such time, a pro forma Borrowing Base Report as of the Friday for the calendar week immediately prior to the applicable Originator Termination Effective Date, in either case, showing that Availability is at least 15% after giving effect to such termination and excluding all Transferred Receivables originated by the Originator to be terminated; and (vii) if the Originator to be terminated is the Servicer, the Buyer, the Administrative Agent and each Group Agent Agents shall have approved the successor Servicer. (bc) Such Originator Termination Notice shall be an “Immediate Originator Termination Notice” if the related Addition or Removal of Excluded Obligor applicable Originator Termination Effective Date designated therein is at least thirty (30) calendar less than 30 days after the date of such Addition or Removal Originator Termination Notice without the consent of Excluded Obligor Notice (or such earlier date as consented to by the Buyer, the Administrative Agent and the Majority Group Agents) ; (c) the Servicer shall have delivered a pro forma Interim Report showing that no Borrowing Base Deficit shall exist after giving effect to such addition or removal and the related excluding or adding, as the case may be, of all Receivables from such Obligor to be added or removed as an Excluded Obligor; (d) the Servicer shall have provided such other information with respect to such Obligor to be added or removed as an Excluded Obligor as the Buyer, the Administrative Agent or any Group Agent may reasonably request; (e) no Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event shall have occurred and be continuing; and (f) no Event of Default or Unmatured Event of Default shall have occurred and be continuingCollateral Agent.

Termination of Originators. An Originator may be removed as an Originator hereunder, with the prior written consent of the Buyer, the Administrative Agent and each Group Agent (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Group Agent on or before the date of such addition: termination: (a) such Originator shall have submitted a written notice (an “Originator Termination Notice”) to the Buyer, the Administrative Agent and each Group Agent notifying them of its request to terminate its status as an Originator and specifying the date on which such termination is to take effect (an “Originator Termination Effective Date”); ; (b) the related Originator Termination Effective Date is at least thirty (30) calendar days after the date of such Originator Termination Notice (or such earlier date as consented to by the Buyer, the Administrative Agent and each Group Agent); ; (c) the Servicer shall have delivered a pro forma Interim Report showing that no Borrowing Base Deficit shall exist after giving effect to the requested termination and excluding all Receivables originated by such Originator to be terminated; ; (d) the Servicer shall have provided such other information with respect to such Originator to be terminated as the Buyer, the Administrative Agent or any Group Agent may reasonably request; ; (e) no Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event shall have occurred and be continuingcontinuing (except for a Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event that would be cured by the removal of the related Originator pursuant to this Section 4.4); and and (f) no Event of Default or Unmatured Event of Default shall have occurred and be continuing. continuing (except for an Event of Default or Unmatured Event of Default that would be cured by the removal of the related Originator pursuant to this Section 4.4). (g) Schedules I, II, III and IV shall be amended to reflect the termination of such Originator; and and (h) if such Originator to be removed is the Servicer, the Buyer, the Administrative Agent and each Group Agent shall have approved the successor ServicerServicer in writing. (b) the related Addition or Removal of Excluded Obligor Effective Date is at least thirty (30) calendar days after the date of such Addition or Removal of Excluded Obligor Notice (or such earlier date as consented to by the Buyer, the Administrative Agent and the Majority Group Agents) ; (c) the Servicer shall have delivered a pro forma Interim Report showing that no Borrowing Base Deficit shall exist after giving effect to such addition or removal and the related excluding or adding, as the case may be, of all Receivables from such Obligor to be added or removed as an Excluded Obligor; (d) the Servicer shall have provided such other information with respect to such Obligor to be added or removed as an Excluded Obligor as the Buyer, the Administrative Agent or any Group Agent may reasonably request; (e) no Purchase and Sale Termination Event or Unmatured Purchase and Sale Termination Event shall have occurred and be continuing; and (f) no Event of Default or Unmatured Event of Default shall have occurred and be continuing.