Addition of Originators. Any Subsidiary of Xxxxxxxx may become an Originator hereunder with the prior written consent of the Purchaser (and the Administrative Agent and Facility Agents, as assignees of the Purchaser); provided, that such consent shall not be required if the Outstanding Balance of Receivables of such Subsidiary at the time it becomes an Originator hereunder, together with the Outstanding Balance of Receivables at such time of any other Subsidiary of Xxxxxxxx that became an Originator hereunder without such consent over the 12 calendar month period ending immediately prior to such date is less than 5.0% of the average Outstanding Balance of all Receivables (other than Excluded Receivables) on the last day of each calendar month during such 12-calendar month period . Each Subsidiary of Xxxxxxxx that is proposed to be added as an Originator shall give to the Purchaser (and the Administrative Agent and Facility Agents, as assignees of the Purchaser) prior written notice of its desire to be added as an Originator hereunder. Once the notice has been given, any addition of a Subsidiary of Xxxxxxxx as an Originator pursuant to this section shall become effective on the first Business Day following the date on which (i) such Subsidiary and the parties hereto shall have executed a Joinder Agreement and such other agreements, instruments and other documents (including, without limitation, opinions of counsel, lien searches, financing statements, Blocked Account Agreements and a Subordinated Note in favor of the new Originator) and the amendments or other modifications to the Transaction Documents, in form and substance satisfactory to the Purchaser (and the Administrative Agent and Facility Agents, as assignees of the Purchaser), that the Purchaser (and the Administrative Agent and Facility Agents, as assignees of the Purchaser) determines necessary or appropriate to effect the addition; and (ii) the Parent confirms in writing that the obligations of such new Originator are guaranteed by the Parent under the Parent Undertaking. Upon such effectiveness, Schedule I to this Agreement shall be deemed amended to include such added Originator and any reference to “Originator” in this Agreement or any other Transaction Document shall refer to each existing Originator and each Subsidiary of Xxxxxxxx added as an Originator pursuant to this Section 3.02.
Addition of Originators. Additional Persons may be added as Originators hereunder, with the consent of the Company and the Administrator; provided that the following conditions are satisfied on or before the date of such addition:
(i) The Servicer shall have given the Administrator and the Company at least thirty (30) days prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such information with respect to the receivables of such additional Originator as the Administrator shall have reasonably requested;
(ii) such proposed additional Originator has executed and delivered to the Company and the Administrator an agreement substantially in the form attached hereto as Exhibit C (each, a "Joinder Agreement");
(iii) such proposed additional Originator has delivered to the Company and the Administrator each of the documents with respect to such Originator described in Section 4.1;
(iv) unless the receivables intended to be sold by such Originator to the Company hereunder are Receivables, the related underlying goods of which, are and will continue to be generated by an already existing Originator, the Administrator shall have received a written statement from each of Xxxxx'x and Standard & Poor's confirming that the addition of such Originator will not result in a downgrade or withdrawal of the current ratings of the Notes; and
(v) the Purchase and Sale Termination Date shall not have occurred.
Addition of Originators. Subsidiaries of D&K may be added as Originators under this Agreement provided that all of the following conditions have been met:
(i) the conditions precedent set forth in paragraphs (b) through (k) of Section 4.1 are satisfied with respect to such Subsidiary;
(ii) such Subsidiary executes a joinder agreement, in form and substance satisfactory to the Initial Purchaser and Administrator, pursuant to which such Subsidiary agrees to become an Originator hereunder, assumes all of the obligations of an Originator hereunder and under the other Transaction Documents and makes all of the representations and warranties set forth in Section 5.1;
(iii) D&K executes and delivers a guaranty of such Subsidiary's obligations hereunder and under the other Transaction Documents in form and substance satisfactory to the Initial Purchaser and the Administrator; and
(iv) the Initial Purchaser and the Administrator consent to such addition in writing.
Addition of Originators. The Borrower shall not agree to the addition of any Additional Originators other than pursuant to the terms of Section 8.15 hereof.
Addition of Originators. Any Subsidiary of Mattel, Inc. ----------------------- (other than one of the Originators party to this Agreement as of the Initial Closing Date (the "Initial Originators")) may become an Originator hereunder and ------------------- sell its accounts receivable to the Buyer if the Buyer gives its prior written consent to the addition of such Subsidiary as an Originator hereunder in their sole discretion (which consent may be conditioned upon, inter alia, receipt and ----- ---- satisfactory review of historical information about such Subsidiary's accounts receivable). Mattel, Inc. and its Subsidiary that is proposed to be added as an Originator shall give to the Buyer not less than 30 days' prior written notice of the proposed effective date of the addition of such Subsidiary as an Originator. Once such notice has been given, any addition of a Subsidiary of Mattel, Inc. as an Originator pursuant to this Section shall become effective on the Business Day immediately following the Business Day on which (i) the requirements described above shall have been satisfied, and (ii) such Subsidiary and the parties hereto shall have executed and delivered such agreements, instruments and other documents, each in form and substance reasonably satisfactory to the Buyer, that the Buyer determines are necessary or appropriate to effect such addition.
Addition of Originators. Additional Persons may be added as Originators Hereunder, with the consent of the Company and the Funding Agents; provided that the following conditions are satisfied on or before the date of such addition:
i. The Servicer shall have given each Funding Agent and the Company at least thirty (30) days prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such information with respect to the receivables of such additional Originator as any Funding Agent shall have reasonably requested;
ii. such proposed additional Originator has executed and delivered to the Company and the Funding Agents an agreement substantially in the form attached hereto as Exhibit C (each, a "Joinder Agreement");
iii. such proposed additional Originator has delivered to the Company and the Funding Agents each of the documents with respect to such Originator described in Section 4.1;
Addition of Originators. Subsidiaries of ConMed may be added as Originators under this Agreement provided that all of the following conditions have been met:
(i) the conditions precedent set forth in paragraphs (b) through (k) of Section 4.1 are satisfied with respect to such Subsidiary;
(ii) such Subsidiary executes a joinder agreement in the form of Exhibit D hereto, in form and substance satisfactory to the Initial Purchaser and Administrator, pursuant to which such Subsidiary agrees to become an Originator hereunder, assumes all of the obligations of an Originator hereunder and under the other Transaction Documents and makes all of the representations and warranties set forth in Section 5.1; and
(iii) the Initial Purchaser and the Administrator consent to such addition in writing.
Addition of Originators. Additional Subsidiaries of the Parent may be added as Originators hereunder upon satisfaction of all of the following conditions:
(i) the addition of such Originator is approved in writing by the Administrative Agent and the Required Purchasers (unless such Originator generates, on a pro forma basis, less than 10% of the aggregate Unpaid Balance of Designated Receivables in a calendar year, in which case no prior consent shall be necessary);
(ii) such Originator delivers the documents referred to in Section 4.1; (iii) such Originator delivers an opinion of counsel satisfactory in form and substance to the Administrative Agent;
Addition of Originators. Additional Persons may be added as Originators hereunder, with the consent of the Company and the Administrator, in its reasonable discretion, provided that the following conditions are satisfied on or before the date of such addition:
a) IMO shall have given the Administrator and the Company at least thirty days prior written notice of such proposed addition and the identity of the proposed additional Originator and shall have provided such information with respect to the receivables of such additional Originator as the Administrator shall have reasonably requested;
a) such proposed additional Originator has executed and delivered to the Company and the Administrator an agreement substantially in the form attached hereto as Exhibit D (each, a "Joinder Agreement");
Addition of Originators. Subject to Section 7.02, from time to time, one or more Subsidiaries which are 100% owned, directly or indirectly, by FNIS, which own or originate Receivables may become Originators hereunder and parties hereto; provided that neither Metavante Holdings, LLC nor any of its direct or indirect subsidiaries may become an Originator hereunder prior to payment in full of all amounts owing under the Metavante Credit Agreement and termination thereof (or consent from the requisite lenders thereunder). If any such Subsidiary wishes to become an additional Originator or if FNIS or any Originator desires to acquire any Person as a new wholly-owned Subsidiary and cause such Subsidiary to be an Originator at the time such acquisition is consummated, it shall submit a notice to such effect in writing to the SPV and the Agent. If the conditions precedents set forth in Section 7.02 are satisfied, such Subsidiary shall become an additional Originator hereunder and a party hereto on the related Originator Addition Date.
