Addition and Removal of Borrowers Sample Clauses

Addition and Removal of Borrowers. (a) At any time and from time to time (but no more frequently than once per calendar quarter), the Borrowers may, at their sole cost, expense and effort, request that (i) one or more trusts be added as a “Company” for all purposes of the Loan Documents (each a “New Company”), and/or (ii) one or more Series of one or more Companies be added hereto as a “Fund” for all purposes of the Loan Documents (each a “New Fund”), in each case by submitting to the Agent a proposed Joinder Agreement executed by each Borrower and by each New Company or each Related Company of each New Fund on behalf of and for the account of such New Fund and, upon the execution and delivery thereof by each Bank and the Agent, (x) each such New Company shall be deemed to be a “Company” for all purposes under the Loan Documents, (y) each such New Fund shall be deemed to be a “Fund” for all purposes of the Loan Documents, and (z) Schedule 2 hereto shall be automatically amended and restated in the form of Schedule 2 to such Joinder Agreement. Notwithstanding anything to the contrary herein contained, the parties hereto agree that each Bank and the Agent may (in its sole and absolute discretion) condition its execution and delivery of each proposed Joinder Agreement upon (1) such New Company or New Fund, as applicable satisfying its then-effective credit criteria, (2) the completion of its due diligence with respect to each such New Company or New Fund, (3) its receipt of such internal credit approval, acceptable lien search results, certificates, financial statements, opinions of counsel and other documents and information as such Bank or the Agent may require, (4) the payment of any fee charged by, or cost or expense of, the Agent, and (5) such other criteria as such Bank or the Agent may, in its sole and absolute discretion, choose.

Addition and Removal of Borrowers. (a) At any time and from time to time, the Borrowers may, at their sole cost, expense and effort, request that one or more series of DCS be added hereto as a Borrower for all purposes of the Loan Documents (each a “New Borrower”), in each case by submitting to the Lender a revised Schedule 1 in the form attached hereto with such New Borrower included acknowledged by the existing Borrowers and, upon the delivery thereof to the Lender, each such New Borrower shall be deemed to be a “Borrower” for all purposes of the Loan Documents, and Schedule 1 hereto shall be automatically amended and restated in the form of the revised Schedule 1 delivered pursuant to this Section 2.10(a). Notwithstanding anything to the contrary herein contained, the parties hereto agree that the Lender may (in its sole and absolute discretion) condition the addition of any New Borrower as a “Borrower” upon (1) such New Borrower satisfying its then-effective credit criteria, (2) the completion of its due diligence with respect to each such New Borrower, (3) its receipt of such internal credit approval, acceptable lien search results, certificates, financial statements, control agreements, opinions of counsel and other documents and information as the Bank may require, (4) the payment of any fee charged by, or cost or expense of, the Lender, and (5) such other criteria as the Lender may, in its sole and absolute discretion, choose. (b) At any time and from time to time a Borrower may elect to be removed as a Borrower hereunder (each a “Departing Borrower”) by submitting to the Lender a revised Schedule 1 in the form attached hereto with such Departing Borrower removed acknowledged by the remaining Borrowers, provided that such removal shall not be effective until the Lender shall have received payment of the following through and including such Removal Date: (i) the outstanding principal balance of all Loans made to the Departing Borrower, (ii) all accrued and unpaid interest thereon, (iii) all fees and expenses owing under the Loan Documents by the Departing Borrower, and (iv) all other monetary obligations owing under the Loan Documents by the Departing Borrower. Upon the effectiveness of the removal as herein provided, (A) each such Departing Borrower shall cease to be a “Borrower” for all purposes of the Loan Documents (other than such provisions thereof that by their terms survive the termination or other expiration thereof), and (B) Schedule 1 hereto shall be automatically amended ...

Addition and Removal of Borrowers. Subject to satisfaction of the conditions set forth below and any other conditions required by the Agent or the Lenders and the Program Manager, upon 30-days’ prior Written Notice from time to time from the Borrower Representative, the Agent and each of the Lenders hereby agrees to the adding of other Persons who are wholly-owned by the Parent designated by the Borrower Representative as additional Borrowers hereunder (each such event, an “Addition”): (i) the Agent and the Required Lenders shall have agreed in writing to such Addition; (ii) no Event of Default is existing and the proposed Addition shall not cause, or shall not reasonably be expected to cause, an Event of Default; (iii) as of the effective date of such Addition, the conditions precedent applicable to such Person proposed as a Borrower as set forth in Exhibit II hereto shall have been fulfilled; (iv) as of the effective date of such Addition, the representations and warranties set forth in Exhibit III hereto applicable to such Person proposed as a Borrower shall be true and correct; (v) the Agent and Program Manager shall have received evidence that all computer linkups and interfaces necessary or desirable, in the judgment of the Agent and Program Manager, to effectuate the transactions and information transfers under this Agreement with respect to the Addition, are fully operational to the reasonable satisfaction of the Agent and Program Manager and the Program Manager shall have received an interface fee for each additional computer interface; (vi) such Person proposed as a Borrower shall execute such agreements, instruments and documents as the Agent (or its assignees) may reasonably request, in form and substance satisfactory to the Agent and Program Manager to effectuate the Addition, including without limitation (x) the appropriate subscription agreement in the form of Exhibit XIV attached hereto (the “Subscription Agreement”) to this Agreement whereby such Person agrees to be bound by the terms of this Agreement, (y) financing statements covering the Receivables that such Person may sell or contribute to the Revolving Lender and (z) financing statements covering the Collateral in which such Person will grant a security interest pursuant to Section 5.01(a); and (vii) the Agent, the Lenders and their assigns shall have been provided with such information (whether financial or otherwise), documents or opinions as they may reasonably request, subject to the confidentiality provisions of ...