Common use of Additional Sellers Clause in Contracts

Additional Sellers. The Depositor and the Depositor Loan Trustee agree that, subject to the satisfaction of the conditions set forth below, any Affiliate of OneMain Financial may be added as a party to this Agreement (an “Accession”) as a “Seller” (each such Person, an “Additional Seller”), upon the Depositor’s and the Depositor Loan Trustee’s receipt of a written request from OneMain Financial requesting that such Additional Seller be added to this Agreement as a Seller at least five (5) days prior to the first proposed sale of Eligible Loans by such Additional Seller: (a) the Depositor shall have delivered to the Indenture Trustee a fully executed copy of an Accession Agreement substantially in the form of Exhibit C hereto with respect to such Additional Seller; (b) notice of any Accession and the related Additional Seller shall have been provided to each Rating Agency; (c) there shall have been delivered to the Indenture Trustee (on behalf of the Noteholders) an Officer’s Certificate of OneMain Financial stating that such Accession is not reasonably expected to result in an Adverse Effect; (d) the duties and obligations of the Additional Seller under this Agreement shall be fully guaranteed by the Performance Support Provider pursuant to the Performance Support Agreement; and (e) as of the effective date of such Accession, the conditions precedent applicable to such Additional Seller as set forth in Exhibit D shall have been fulfilled. Upon the effectiveness of any Accession, this Agreement shall be deemed amended to include the proposed Additional Seller as a “Seller” hereunder.

Additional Sellers. The Depositor and the Depositor Loan Trustee agree that, subject to the satisfaction of the conditions set forth below, any Affiliate of OneMain Financial may be added as a party to this Agreement (an “Accession”) as a “Seller” (each such Person, an “Additional Seller”), upon the Depositor’s and the Depositor Loan Trustee’s receipt of a written request from OneMain Financial requesting that such Additional Seller be added to this Agreement as a Seller at least five (5) days prior to the first proposed sale of Eligible Loans by such Additional Seller: (a) the Depositor shall have delivered to the Indenture Trustee a fully executed copy of an Accession Agreement substantially in the form of Exhibit C hereto with respect to such Additional Seller; (bSeller;(b) notice of any Accession and the related Additional Seller shall have been provided to each Rating Agency; (c) there shall have been delivered to the Indenture Trustee (on behalf of the Noteholders) an Officer’s Certificate of OneMain Financial stating that such Accession is not reasonably expected to result in an Adverse Effect; (d) the duties and obligations of the Additional Seller under this Agreement shall be fully guaranteed by the Performance Support Provider pursuant to the Performance Support Agreement; and (e) as of the effective date of such Accession, the conditions precedent applicable to such Additional Seller as set forth in Exhibit D shall have been fulfilled. Upon the effectiveness of any Accession, this Agreement shall be deemed amended to include the proposed Additional Seller as a “Seller” hereunder.

Additional Sellers. The Depositor and the Depositor Loan Trustee agree that, subject to the satisfaction of the conditions set forth below, any Affiliate of OneMain Financial Additional Persons may be added as a party to this Agreement (an “Accession”) as a “Seller” (Sellers hereunder, with the prior written consent of the Committed Lenders, 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 Managing Agent on or before the date of such Person, an “Additional Seller”), upon the Depositor’s and the Depositor Loan Trustee’s receipt of a written request from OneMain Financial requesting that such Additional Seller be added to this Agreement as a Seller at least five (5) days prior to the first proposed sale of Eligible Loans by such Additional Selleraddition: (a) the Depositor Servicer shall have given the Purchaser, the Administrative Agent and each Managing Agent at least sixty (60) days’ prior written notice of such proposed addition and the identity of the proposed additional Seller and shall have provided such other information with respect to such proposed additional Seller as the Purchaser, the Administrative Agent or any Managing Agent may reasonably request; (b) such proposed additional Seller shall have executed and delivered to the Purchaser, the Administrative Agent and each Managing Agent an agreement substantially in the form attached hereto as Exhibit G (a “Joinder Agreement”); (c) such proposed additional Seller shall have delivered to the Indenture Trustee a fully executed copy Purchaser and the Administrative Agent each of an Accession Agreement substantially in the form of Exhibit C hereto documents with respect to such Additional Seller; (b) notice of any Accession Seller described in Section 3.01, in each case in form and substance satisfactory to the Purchaser and the related Additional Seller shall have been provided to each Rating Agency; (c) there shall have been delivered to the Indenture Trustee (on behalf of the Noteholders) an Officer’s Certificate of OneMain Financial stating that such Accession is not reasonably expected to result in an Adverse EffectAdministrative Agent; (d) each Managing Agent conducts appropriate credit and due diligence reviews with respect to the duties and obligations proposed additional Seller (including, without limitation, an audit or field exam of the Additional Seller under this Agreement proposed additional Seller, if applicable); (e) such addition shall not result in a Change in Control; (f) Exhibits B, E and F, as applicable, shall be fully guaranteed by amended to reflect the Performance Support Provider pursuant to the Performance Support Agreementaddition of such Seller; and (eg) as no Event of the effective date Termination, Unmatured Event of Termination, Event of Default or Unmatured Event of Default shall exist or shall result from such Accession, the conditions precedent applicable to such Additional Seller as set forth in Exhibit D shall have been fulfilled. Upon the effectiveness of any Accession, this Agreement shall be deemed amended to include the proposed Additional Seller as a “Seller” hereunderaddition.