Participation Interests. The Value attributable to any Participation Interest shall be the Value determined with respect to the underlying portfolio investment related to such Participation Interest in accordance with this Section 5.12, provided any participation interest that does not satisfy the definition of Participation Interest shall have a Value of zero (0) for purposes of this Agreement.
Participation Interests. On any date upon which the Fronting Lender shall be required to (i) make available the Fronted Percentage of any Foreign Currency Revolving Credit Advance pursuant to Section 1.1(a), Section 1.1(b)(iv) or pursuant to paragraph (b)(ii) of Annex B or (ii) purchase a participation interest in a Swing Line Advance denominated in a Foreign Currency pursuant to Section 1.1(b)(v), each Non-Foreign Currency Lender shall on such date be deemed to have irrevocably and unconditionally purchased from the Fronting Lender an undivided participation interest in such Advance in an amount equal to its Pro Rata Share of such Advance. The purchase price of any such participation interest shall be an amount, in Dollars, equal to the Dollar Equivalent of such Pro Rata Share as of the date payment by such Non-Foreign Currency Lenders of such purchase price is required hereunder; provided, however, that such purchase price need not be funded by any Non-Foreign Currency Lender unless and until the Fronting Lender, in its discretion, shall have made a demand therefor in writing to the Administrative Agent (which the Administrative Agent shall promptly forward to each Non-Foreign Currency Lender) with respect to each such participation interest following the occurrence of any Default or Event of Default or a good faith determination by the Fronting Lender that the portion of the interest it receives and retains on such Foreign Currency Revolving Credit Advances and Swing Line Loans does not adequately and fairly reflect the cost to the Fronting Lender of funding such amounts. Payment of such purchase price in respect of any such participation interest shall be made by each Non-Foreign Currency Lender in immediately available funds by wire transfer to the Fronting Lender’s account as set forth in Annex H not later than 2:00 p.m. (New York time) on the Business Day immediately following the date such demand is delivered to the Administrative Agent with respect to then outstanding Advances and on each applicable purchase date thereafter with respect to any subsequent Advances, in the case of Advances made as Index Rate Loans, and not later than 10:00 a.m. (New York time) on the Business Day immediately following the date such demand is delivered to the Administrative Agent with respect to then outstanding Advances and on each applicable purchase date thereafter with respect to any subsequent Advances, in the case of Advances made as LIBOR Loans. On any date upon which the Fronting Len...
Participation Interests. On the Effective Date the Participation Interests of the Parties comprising the Contractor are as follows: [The Company] [insert number]% The National Company [insert number]% Total 100%
Participation Interests. (A) Seller shall deliver to Buyer the original Participation Certificate re-registered in the name of Buyer.
(B) Neither Guarantor nor Seller shall take any action which results in any Participation Certificate being dealt or traded on securities exchanges or securities markets and none of the Participation Certificates is nor will they be an investment company security within the meaning of Section 8-103 of the UCC.
(C) Neither Seller nor Guarantor shall issue any new classes under existing Participation Certificates that are subject to Transactions hereunder without Buyer’s prior written consent which shall not be unreasonably withheld.
Participation Interests. If the Participation Interest represents a Participation Interest in an Underlying Mortgage Loan, the representations and warranties with respect to the related Underlying Mortgage Loan set forth on Schedule 1-B are true and correct in all material respects.
Participation Interests. In lieu of, or in addition to, causing the designation of the Supplemental Accounts referred to in clauses (e) and (f) below, the Transferor may (but shall not be required), subject to paragraph (c) below, convey to the Issuer participations (including 100% participations) representing undivided interests in a pool of assets primarily consisting of revolving credit card receivables and any interests in any of the foregoing, including securities representing or backed by such receivables and collections, together with all earnings, revenue, dividends, distributions, income, issues and profits thereon ("PARTICIPATION INTERESTS"). Receivables shall not be treated as a Participation Interest for purposes of this Agreement. The conveyance of Participation Interests to the Issuer pursuant to this paragraph (b) shall be effected by a Participation Interest Supplement, dated the applicable Addition Date and entered into pursuant to SECTION 10.01(a).
Participation Interests. (a) Upon election by the Seller to deliver a Tier II or Tier III Qualified Loan to Xxxxxx Mac pursuant of this Commitment, Xxxxxx Mac shall be entitled to perform such due diligence as to allow it to determine the value of the related mortgaged property at the time of purchase by Xxxxxx Mac. In the event that (i) Xxxxxx Mac determines that the outstanding principal balance of such Qualified Loan exceeds the maximum loan-to-value ratio for eligibility for the appropriate Xxxxxx Mac program at the time of purchase by Xxxxxx Mac and (ii) if applicable, such Qualified Loan is not insured or guaranteed by a qualified mortgage insurer approved by Xxxxxx Mac, Xxxxxx Mac shall so notify the Seller and shall purchase only a pro rata participation interest in such Qualified Loan. Such pro rata participation interest shall be calculated to result in the loan-to-value ratio (based on an appraisal performed in accordance with the Appraisal Standards set forth in the Seller/Servicer Guide) of Xxxxxx Mac's participation interest being equal to the maximum loan-to-value ratio for eligibility for the appropriate Xxxxxx Mac loan product. Upon receipt of such notice, the Seller may represent and warrant in writing that, notwithstanding Xxxxxx Mac's calculation of the loan-to-value ratio of such Qualified Loan, the actual loan-to-value ratio of such Qualified Loan on the date of sale of such Qualified Loan is less than or equal to the maximum loan-to-value ratio for eligibility for the appropriate Xxxxxx Mac product. In such event, Xxxxxx Mac will accept delivery of the entire Qualified Loan, subject to the Seller's liability for any loss resulting from a breach of the representation and warranty with respect to loan-to value.
(i) In the event that Xxxxxx Mac accepts delivery of only a participation interest in a Qualified Loan as described in paragraph (a) above, Xxxxxx Mac shall reimburse the Seller for a portion of the Standby Purchase Commitment Fee collected with respect to such Qualified Loan, which portion shall be calculated as described in subparagraph (ii) below.
(ii) The amount of reimbursement due to the Seller in subparagraph (i) with respect to a Qualified Loan where Xxxxxx Mac purchases a participation interest shall be the sum of (A) the unpaid principal balance of such Qualified Loan at the time that such Qualified Loan was made subject to this Commitment, as such amount was set forth in the related Qualified Loan Schedule delivered by the Seller to Xxxxxx Ma...
Participation Interests. (a) On each Creation Date, Seller will issue in the name of the Purchaser, the related Participation Certificate, as further described in the schedule attached thereto. Thereafter, Purchaser shall be deemed the owner of the applicable Participation Interest described therein. Each Participation Interest shall be evidenced by a Participation Certificate. During the term of the Loan and Security Agreement, there shall only be one Participation Certificate issued hereunder unless otherwise consented to in writing by the Purchaser.
(b) Administration of the Primary Portfolio Excess Spread and Secondary Portfolio Excess Spread shall be governed by the terms of this Agreement and any applicable Servicing Agreement, and the servicing and administration of the underlying mortgage loans and/or real estate owned properties that support the Primary Portfolio Excess Spread and the Secondary Portfolio Excess Spread shall be subject in all respects to the provisions of this Agreement and any applicable Servicing Agreement. Seller shall retain record legal title to any payments, distributions and other collections on the Primary Portfolio Excess Spread and the Secondary Portfolio Excess Spread, in its capacity as the nominal owner of the Servicing Rights, but subject to the Participation Interests, and Purchaser shall only be deemed to be in privity with Seller and in no event whatsoever shall Purchaser be construed to be in privity with any underlying investor or owner of the Mortgage Loans.
Participation Interests. (a) On the initial Creation Date, Seller will issue in the name of the Purchaser, the related Participation Certificate. Notwithstanding the creation of separate Primary Portfolios and Secondary Portfolios for each Transaction, the Participation Certificate shall evidence a 100% beneficial ownership interest in the Primary Portfolio Excess Spread for each Primary Portfolio and the Secondary Excess Spread for each Secondary Portfolio. Thereafter, Purchaser shall be deemed the owner of the Participation Interest described therein. There shall only be one Participation Certificate issued hereunder unless otherwise consented to in writing by the holder of the Participation Certificate.
