Participation Interests Clause Samples

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. With respect to each Purchased Asset that is a Participation Interest:

Participation Interests. (a) With respect to any Loan transferred hereunder as part of the Conveyed Assets, pending the receipt of any required consents to, and the effectiveness of, the assignment of such Loan from the Seller to the Purchaser in accordance with the applicable Underlying Instrument, the Seller hereby sells to the Purchaser an undivided 100% participation in such Loan and the Related Property (each, a “Participation Interest”). The Participation Interests will not include any rights that are not permitted to be participated pursuant to the terms of the related Underlying Instrument. Such sale and assignment of the Participation Interests shall constitute an absolute sale of each such Participation Interest. Each of the Participation Interests has the following characteristics: (i) the Participation Interest represents an undivided participation interest in 100% of the underlying Loan and its proceeds (including Collections), and (ii) the Participation Interest represents a pass-through of all of the payments made on the Loan (including the Collections) and will last for the same length of time as such Loan. For the avoidance of doubt, each Participation Interest will terminate automatically upon the settlement of the assignment of the underlying Loan. (b) Each of the Seller and the Purchaser shall use commercially reasonable efforts to, as soon as reasonably practicable after the Transfer Date therefor, cause the Purchaser to become a lender of record under the Underlying Instrument with respect to the Seller’s interest in the applicable Loan and take such action as shall be mutually agreeable in connection therewith and in accordance with the terms and conditions of the Underlying Instrument and consistent with the terms of this Agreement. (c) With respect to each Participation Interest granted hereunder, the Seller shall direct the underlying administrative agent or obligor for each such Loan, as applicable, to send all Collections in respect of such Loan directly to the Collection Account. (d) Pending settlement of the assignment of a Loan in accordance with the applicable Underlying Instrument, the Seller shall comply with any written instructions provided to the Seller by or on behalf of the Purchaser with respect to voting rights to be exercised by holders of the applicable Loan, other than with respect to any voting rights that are not permitted to be participated pursuant to the terms of the applicable Underlying Instrument.

Participation Interests. (A) Seller shall deliver to Buyer the original Participation Certificate re-registered in the name of ▇▇▇▇▇. (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 ▇▇▇▇▇’s prior written consent which shall not be unreasonably withheld.

Participation Interests. On any date upon which the Fronting Lender shall be required to (i) make available the Fronted Percentage of any Sterling 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 Sterling pursuant to Section 1.1(b)(v), each Non-Sterling 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-Sterling Lenders of such purchase price is required hereunder; provided, however, that such purchase price need not be funded by any Non-Sterling Lender unless and until the Fronting Lender, in its discretion, shall have made a demand therefor in writing to Agent (which Agent shall promptly forward to each Non-Sterling 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 Sterling 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-Sterling 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 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 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 Lender shall be required to purchase an undivided interest and participation in any Letter of Credit Obligation in respect of a Letter of Credit ...

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. 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. 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) 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.