Designation of Additional Accounts and Addition of Interests in Other Floorplan Assets Sample Clauses

Designation of Additional Accounts and Addition of Interests in Other Floorplan Assets. (a) The Seller may from time to time offer to designate additional Eligible Accounts as Accounts or offer to sell Interests in Other Floorplan Assets to the Buyer, subject to the conditions specified in paragraph (b) below. If any such offer is accepted by the Buyer, Transferred Receivables and the Related Security arising in connection with such Additional Accounts or the Interests in Other Floorplan Assets, as applicable, will be sold to the Buyer effective on a date (the “Addition Date”) specified in a written notice provided by the Seller (or the Servicer on its behalf) to the Buyer and any Series Enhancers specifying the Additional Cut-Off Date, the Addition Date and the Eligible Receivable Origination Cut-Off Date for such Additional Accounts (the “Addition Notice”). The Addition Notice must be sent by the Seller (or the Servicer on its behalf) on or before the second Business Day, but not more than the 30th day, before the related Addition Date. (b) The Seller is permitted to sell to the Buyer the Transferred Receivables and all Related Security in any Additional Accounts or the Interests in Other Floorplan Assets designated by the Seller as such pursuant to Section 2.05(a) only upon satisfaction of each of the following conditions on or before the related Addition Date: (i) the Seller has provided the Buyer and any Series Enhancer with a timely Addition Notice; (ii) the Seller has delivered to the Buyer a duly executed written assignment (including an acceptance by the Buyer) in substantially the form of Exhibit A (the “Assignment”), along with the applicable Additional Account Schedule or Other Floorplan Asset Schedule, as applicable, in accordance with Section 2.01(e); (iii) the Seller has delivered to the Servicer all Collections on such Additional Accounts or Interests in Other Floorplan Assets relating to the time period on or after the Additional Cut-Off Date; (iv) the Seller has represented and warranted that: (A) each such Additional Account or Other Floorplan Account, as applicable, is an Eligible Account as of the Additional Cut-Off Date; (B) no selection procedures reasonably believed by the Seller to be adverse to the interests of the Buyer, the Noteholders or any Series Enhancers were used in selecting such Additional Accounts or Other Floorplan Accounts, as applicable; (C) the Additional Account Schedule or Other Floorplan Asset Schedule delivered pursuant to clause (ii) above is true and correct in all material respects as of the Add...
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Designation of Additional Accounts and Addition of Interests in Other Floorplan Assets 
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Related to Designation of Additional Accounts and Addition of Interests in Other Floorplan Assets

  • Designation of Additional Accounts The Seller hereby delivers herewith a computer file or microfiche or written list containing a true and complete list of all such Additional Accounts specifying for each such Account, as of the Additional Cut-Off Date, its account number, the aggregate amount of Receivables outstanding in such Account and the aggregate amount of Principal Receivables in such Account. Such file or list shall, as of the date of this Assignment, supplement Schedule 1 to the Agreement.

  • Designation of Additional Amounts to Be Included in the Excess Spread Amount for the DiscoverSeries Notes At any time that any outstanding Series of certificates issued by the Master Trust provides that the Series Principal Collections allocated to such Series will be deposited into the Group Finance Charge Collections Reallocation Account for the Master Trust to the extent necessary for application to cover shortfalls for other Series issued by the Master Trust, an amount equal to (x) all Series Principal Collections allocated to such Series, multiplied by (y) a fraction, the numerator of which is the sum of the Nominal Liquidation Amounts for each outstanding Tranche of the DiscoverSeries Notes (including these notes) and the denominator of which is (i) the Aggregate Investor Interest for the Master Trust minus (ii) the sum of the Series Investor Interests for all such Series that provide that the Series Principal Collections allocated to such Series will be so deposited, is hereby designated to be included in the Excess Spread Amount and shall be treated as Series Finance Charge Amounts for the DiscoverSeries.

  • Designation of Additional Agents The Administrative Agent shall have the continuing right, for purposes hereof, at any time and from time to time to designate one or more of the Lenders (and/or its or their Affiliates) as “syndication agents,” “documentation agents,” “book runners,” “lead arrangers,” “arrangers,” or other designations for purposes hereto, but such designation shall have no substantive effect, and such Lenders and their Affiliates shall have no additional powers, duties or responsibilities as a result thereof.

  • Designation of Collateral Custodian The role of Collateral Custodian with respect to the Collateral Obligation Files shall be conducted by the Person designated as Collateral Custodian hereunder from time to time in accordance with this Section 18.1. ▇▇▇▇▇ Fargo Bank, National Association is hereby appointed as, and hereby accepts such appointment and agrees to perform the duties and obligations of, Collateral Custodian pursuant to the terms hereof.

  • Merger or Consolidation of, or Assumption of the Obligations of, Servicer Any Person (i) into which the Servicer shall be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Servicer shall be a party or (iii) that shall succeed by purchase and assumption to all or substantially all of the business of the Servicer, which Person in any of the foregoing cases is an Eligible Servicer and executes an agreement of assumption to perform every obligation of the Servicer under this Agreement, shall be the successor to the Servicer under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 7.3 and (y) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized and filed that are necessary to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest. The Servicer shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 to the Rating Agencies. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.