Common use of Reinvestment Transfers Clause in Contracts

Reinvestment Transfers. With respect to each Class, on each Business Day occurring after the initial Incremental Transfer hereunder and prior to the Termination Date for such Class, and provided that no Termination Event or Potential Termination Event for such Class shall have occurred and be continuing, the Transferor hereby agrees to convey, transfer and assign to the Administrative Agent, on behalf of the Class Investors of such Class then owning any portion of the Transferred Interest, and in consideration of the Transferor’s agreement to maintain at all times prior to such Termination Date a Net Receivables Balance in an amount at least sufficient to maintain the Aggregate Percentage Factor at an amount not greater than the Maximum Percentage Factor, the Administrative Agent on behalf of the applicable Class Conduit may (at the option of such Class Conduit), and the Administrative Agent on behalf of the applicable Bank Investors shall (in either case, to the extent such Persons then own any portion of the Transferred Interest), purchase from the Transferor undivided percentage ownership interests in each and every Receivable, together with Related Security, Collections and Proceeds with respect thereto, to the extent that Collections are available for such Transfer in accordance with Section 2.5 hereof, such that after giving effect to such Transfer, (i) the amount of the Net Investment for such Class at the close of business on such Business Day shall be equal to the amount of the Net Investment for such Class at the close of business on the Business Day immediately preceding such Business Day plus the Transfer Price of any Incremental Transfer made by or on behalf of such Class Investors, as applicable, on such day, if any, and (ii) the Transferred Interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, shall be equal to the Transferred Interest in each other Receivable, together with Related Security, Collections and Proceeds with respect thereto provided, that the representations and warranties set forth in Section 3.1 shall be true and correct both immediately before and immediately after giving effect to any such Transfer.

Reinvestment Transfers. With respect to each Class, on On each Business Day occurring after the ---------------------- initial Incremental Transfer hereunder and prior to a PARCO Wind-Down Event (in the case of PARCO) and the Termination Date for such Class, and provided that no Termination Event or Potential Termination Event for such Class shall have occurred and be continuing(in the case of the APA Banks), the Transferor hereby agrees to convey, transfer and assign to PARCO (prior to the Administrative Agent, on behalf occurrence of a PARCO Wind-Down Event) and the APA Banks (following the occurrence of a PARCO Wind-Down Event and subject to Section 2.2 of the Class Investors of such Class then owning any portion of the Transferred InterestAsset Purchase Agreement), and in consideration of the Transferor’s 's agreement to maintain maintain, at all times prior to such the Termination Date Date, a Net Receivables Balance in an amount at least sufficient to maintain the Aggregate Percentage Factor at an amount not greater than the Maximum Percentage Factor, the Administrative Agent on behalf PARCO may agree to purchase (or, following a PARCO Wind-Down Event and subject to Section 2.2 of the applicable Class Conduit may (at Asset Purchase Agreement, the option of such Class Conduit), and the Administrative Agent on behalf of the applicable Bank Investors APA Banks shall (in either case, to the extent such Persons then own any portion of the Transferred Interest), purchase purchase) from the Transferor undivided percentage ownership interests in each and every Receivable, together with Related Security, Collections and Proceeds with respect thereto, to the extent that Collections are available for such Transfer in accordance with Section 2.5 hereof, such that that, after giving effect to such Transfer, (i) the amount of the Net Investment for such Class at the close of business on such Business Day shall be equal to the amount of the Net Investment for such Class at the close of the business on the Business Day immediately preceding such Business Day plus the cash portion of the Transfer Price of any Incremental Transfer made by or on behalf of such Class Investors, as applicable, on such day, if any, and (ii) the Transferred Interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, shall be equal to the Transferred Interest in each other Receivable, together with Related Security, Collections and Proceeds with respect thereto provided, that the representations and warranties set forth in Section 3.1 shall be true and correct both immediately before and immediately after giving effect to any such Transferthereto.

Reinvestment Transfers. With respect to each Class, on On each Business Day occurring after the initial Incremental Transfer with respect to a Class hereunder and prior to the Termination Date for such Class, and provided that no Termination Event or Potential Termination Event for such Class shall have occurred and be continuing, the Transferor hereby agrees to convey, transfer and assign to the Administrative Agent, Agent on behalf of the Class Conduit or the related Bank Investors of such Class each Class, as applicable, then owning any portion of the Transferred Interest, and in consideration of the Transferor’s 's agreement to maintain at all times prior to such the Termination Date a Net Receivables Balance in an amount at least sufficient to maintain the Aggregate Buyers' Percentage Factor Interest for each Class at an amount not greater than such Class's Class Share of the Maximum Buyers' Percentage Factor, the Administrative Agent on behalf of the applicable Class Interest each Conduit may (at the option of such Class Conduit)may, and the Administrative Agent on behalf of the applicable related Bank Investors of such Class shall (in either case, to the extent such Persons then own any portion of the Transferred Interest), agree to purchase from the Transferor undivided percentage ownership interests in each and every Receivable, together with Related Security, Collections and Proceeds with respect thereto, to the extent that Collections are available for such Transfer in accordance with Section 2.5 hereof, such that after giving effect to such Transfer, (i) the amount of the Net Investment for of such Class at the close of business on such Business Day shall be equal to the amount of the Net Investment for of such Class at the close of the business on the Business Day immediately preceding such Business Day plus the Transfer Price of any Incremental Transfer made by or on behalf of for such Class Investors, as applicable, made on such day, if any, and (ii) the Transferred Interest of such Class in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, shall be equal to the Transferred Interest of such Class in each other Receivable, together with Related Security, Collections and Proceeds with respect thereto provided, that the representations and warranties set forth in Section 3.1 shall be true and correct both immediately before and immediately after giving effect to any such Transferthereto.

Reinvestment Transfers. With respect to each Class, on On each Business Day occurring after the initial Incremental Transfer hereunder and prior to the Enterprise Termination Date, the Atlantic Termination Date for such Classor the Liberty Termination Date, and provided that no Termination Event or Potential Termination Event for such Class shall have occurred and be continuingas applicable, the Transferor hereby agrees to convey, transfer and assign to the Administrative Agent, on behalf of Enterprise or the Class Enterprise Bank Investors, Atlantic or the Atlantic Bank Investors of such Class and/or Liberty or the Liberty Bank Investors then owning any portion of the Transferred Interest, and in consideration of the Transferor’s 's agreement to maintain at all times prior to such the Enterprise Termination Date, the Atlantic Termination Date or the Liberty Termination Date, as applicable, a Net Receivables Balance in an amount at least sufficient to maintain the Aggregate Percentage Factor at an amount not greater than the Maximum Percentage Factor, the Administrative Agent on behalf of Enterprise, Atlantic and Liberty, as applicable, may, and the Agent on behalf of the applicable Class Conduit may (at Enterprise Bank Investors, the option of such Class Conduit), Atlantic Bank Investors and the Administrative Agent on behalf of the applicable Liberty Bank Investors Investors, as applicable, shall (in either case, to the extent such Persons then own any portion of the Transferred Interest), agrees to purchase from the Transferor undivided percentage ownership interests in each and every Receivable, together with Related Security, Collections and Proceeds with respect thereto, to the extent that Collections are available for such Transfer in accordance with Section 2.5 hereof, such that after giving effect to such Transfer, (i) the amount of each of the Enterprise Net Investment, the Atlantic Net Investment for such Class and the Liberty Net Investment at the close of business on such Business Day shall be equal to the amount of the Enterprise Net Investment for such Class Investment, the Atlantic Net Investment, and the Liberty Net Investment, respectively, at the close of the business on the Business Day immediately preceding such Business Day plus the Transfer Price of any Incremental Transfer made by or on behalf of such Class to the Investors, as applicable, on such day, if any, and (ii) the Transferred Interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, shall be equal to the Transferred Interest in each other Receivable, together with Related Security, Collections and Proceeds with respect thereto provided, that the representations and warranties set forth in Section 3.1 shall be true and correct both immediately before and immediately after giving effect to any such Transferthereto.

Reinvestment Transfers. With respect Upon the terms and subject to each Classthe conditions set forth herein and in the other Transaction Documents, on each Business Day occurring after the initial Incremental Transfer hereunder and prior to the Termination Date for such ClassDate, and provided that no Termination Event or Potential Termination Event for such Class shall have occurred and be continuingsubject to the immediately succeeding sentence, (i) the Transferor hereby agrees to sell, convey, transfer and assign to the Administrative Agent, on behalf of the Class Investors of such Class then owning any portion of the Transferred InterestActive Purchasers, and in consideration of the Transferor’s agreement to maintain at all times prior to such Termination Date a Net Receivables Balance in an amount at least sufficient to maintain the Aggregate Percentage Factor at an amount not greater than the Maximum Percentage Factor, (ii) the Administrative Agent Agent, on behalf of the applicable Class Conduit may Active Purchasers shall (at subject, in the option case of such Class Conduit)any PARCO APA Bank Purchaser, and the Administrative Agent on behalf to Section 2.2 of the applicable Bank Investors shall (in either case, PARCO Asset Purchase Agreement) agree to the extent such Persons then own any portion of the Transferred Interest), purchase from the Transferor undivided percentage ownership interests in each and every Receivable, together with Related Security, Collections and Proceeds with respect thereto, to the extent that Collections are available in the RTR Funding Account for such reinvestment Transfer in accordance with Section 2.5 hereof. In the case of any reinvestment Transfer on behalf of any Initial Purchaser, if such Initial Purchaser (a "Declining Conduit Purchaser") has provided notice (a "Declining Notice") to its Funding Agent, the Administrative Agent and the Servicer that an Initial Purchaser Termination Event has occurred with respect to such Initial Purchaser or that such Initial Purchaser no longer wishes Collections with respect to any portion of the Aggregate Net Investment funded or maintained by it to be reinvested, then such Initial Purchaser's percentage of such remaining Collections shall not be reinvested and shall instead be held in trust for the benefit of such Initial Purchaser and deposited into the Collection Account and shall on the next succeeding Settlement Date be paid to the applicable Funding Agent for the benefit of any such Declining Conduit Purchaser to reduce the portion of the Aggregate Net Investment attributable to such Initial Purchaser; provided, that solely for the purpose of determining any such Declining Conduit Purchaser's ratable share of such Collections, such Initial Purchaser's portion of the Aggregate Net Investment shall be deemed to remain constant from the date of the provision of the Declining Notice until the date such Initial Purchaser's portion of the Aggregate Net Investment has been paid in full; it being understood that on and after giving effect to the Termination Date or on and after the occurrence and continuation of a Termination Event or a Potential Termination Event, such Transfer, (i) the amount Declining Conduit Purchaser's portion of the Net Investment shall be recalculated taking into account amounts received by such Initial Purchaser in respect of this sentence and thereafter Collections shall be set aside pursuant to Section 2.6 for such Class Initial Purchaser ratably with each other Purchaser hereunder and applied pursuant to Section 2.6 in respect of its portion of the Net Investment (as so recalculated); provided, however, that notwithstanding anything in this paragraph to the contrary, each of the parties hereto hereby agree that the portion of the Aggregate Net Investment funded or maintained by the Purchasers in the Fairway Purchaser Group shall at the close of business on such Business Day shall all times be equal to the amount portion of the Aggregate Net Investment for such Class funded or maintained by the Purchasers in the PARCO Purchaser Group. The Transferor agrees to maintain, at the close of business on the Business Day immediately preceding such Business Day plus the Transfer Price of any Incremental Transfer made by or on behalf of such Class Investors, as applicable, on such day, if any, and (ii) the Transferred Interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, shall be equal all times prior to the Transferred Interest Termination Date, a Net Receivables Balance in each other Receivable, together with Related Security, Collections and Proceeds with respect thereto provided, that an amount at least sufficient to maintain the representations and warranties set forth in Section 3.1 shall be true and correct both immediately before and immediately after giving effect to any such TransferPercentage Factor at an amount not greater than the Maximum Percentage Factor.