Rebalancing of Purchaser Group Investments Clause Samples

Rebalancing of Purchaser Group Investments. With respect to each Receivable Pool, the Sellers hereby request a one-time non-ratable reduction of Investment from each Pool Assigning Purchaser and a one-time non-ratable Purchase from each Pool Assignee Purchaser, in amounts with respect to each Pool Assigning Purchaser and Pool Assignee Purchaser, as applicable, such that, after giving effect to such reductions and Purchases, each Purchaser Group’s Purchaser Group Investment with respect to such Receivable Pool shall be equal to such Purchaser Group’s Ratable Share (after giving effect to the adjustments set forth in this Agreement, as applicable) in respect of such Receivable Pool times the Purchaser’s Pool Investment in respect of such Receivable Pool. All accrued and unpaid Yield and fees with respect to such Investments so reduced shall be payable by the Sellers on the next occurring Settlement Date. For administrative convenience, the Sellers hereby instruct Pool Assignee Purchasers to fund the foregoing Purchases by paying the proceeds thereof directly to the Pool Assigning Purchasers as the foregoing reduction in Investment of the Pool Assigning Purchasers on the Sellers’ behalf and as detailed on the final flow of funds memorandum delivered on the Third Restatement Date. For purposes of this paragraph the following terms shall have the following meanings:
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Related to Rebalancing of Purchaser Group Investments

  • Loans From Members Loans by Members to the Company shall not be considered Capital Contributions. Subject to the provisions of Section 3.01(c), the amount of any such advances shall be a debt of the Company to such Member and shall be payable or collectible in accordance with the terms and conditions upon which such advances are made.

  • Investment of Funds in the Collection Account and the Distribution Account (a) The Master Servicer may direct any depository institution maintaining the Collection Account and any REO Account (for purposes of this Section 3.12, an “Investment Account”), and the Trustee, in its individual capacity, may direct any depository institution maintaining the Distribution Account (for purposes of this Section 3.12, the Distribution Account is also an “Investment Account”), to invest the funds in such Investment Account in one or more Permitted Investments bearing interest or sold at a discount, and maturing, unless payable on demand, (i) no later than the Business Day immediately preceding the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if a Person other than the Trustee is the obligor thereon and (ii) no later than the date on which such funds are required to be withdrawn from such account pursuant to this Agreement, if the Trustee is the obligor thereon. All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment of funds in an Investment Account shall be made in the name of the Trustee (in its capacity as such), or in the name of a nominee of the Trustee. The Trustee shall be entitled to sole possession (except with respect to investment direction of funds held in the Collection Account and any REO Account and any income and gain realized thereon) over each such investment, and any certificate or other instrument evidencing any such investment shall be delivered directly to the Trustee or its agent, together with any document of transfer necessary to transfer title to such investment to the Trustee or its nominee. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Trustee shall:

  • Distributions; Investments (a) Pay any dividends or make any distribution or payment or redeem, retire or purchase any capital stock other than Permitted Distributions; or (b) directly or indirectly acquire or own any Person, or make any Investment in any Person, other than Permitted Investments, or permit any of its Subsidiaries to do so.

  • Loans; Investments Make or suffer to exist any loans, guaranties, advances, or investments, except: (a) Accounts receivable in the ordinary course of Borrower's business; (b) Investments in domestic certificates of deposit issued by, and other domestic investments with, financial institutions organized under the laws of the United States or a state thereof, having One Hundred Million Dollars ($100,000,000) in capital and a rating of at least "investment grade" or "A" by Mood▇'▇ ▇▇ any successor rating agency;" 9 (c) Investments in marketable obligations of the United States of America and in open market commercial paper given the highest credit rating by a national credit agency and maturing not more than one year from the creation thereof; and (d) Temporary advances to cover incidental expenses to be incurred in the ordinary course of business. (e) loans, guaranties, advances or investments in subsidiaries of Borrower; (1) travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business and (2) loans to employees, officers or directors relating to the purchase of equity securities of Borrower pursuant to employee stock purchase plans or agreements approved by Borrower's Board of Directors; (g) investments consisting of endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (h) any investment permitted by Borrower's investment policy, as amended from time to time, provided such investment policy (and any amendments thereto) has been previously approved by Lender. (i) investments permitted by Article 6.4; (j) investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with customers or suppliers arising in the ordinary course of business; (k) investments consisting of notes receivable of, or prepaid royalties and other credit extensions to, customers and suppliers, in the ordinary course of business; (l) hedge investments arising under currency agreements or interest rate agreements entered into in the ordinary course of business; (m) investments in joint ventures or strategic partnerships in the ordinary course of business; (n) deposit accounts of Borrower; and (o) other investments not otherwise permitted in the Article 6.5 in an aggregate principal amount not to exceed $250,000 at any one time.

  • Representations and Warranties of the Depositor as to the Mortgage Loans The Depositor hereby represents and warrants to the Trustee with respect to each Mortgage Loan as of the date hereof or such other date set forth herein that as of the Closing Date, and following the transfer of the Mortgage Loans to it pursuant to the MLPA and immediately prior to the conveyance of the Mortgage Loans by it to the Trustee pursuant to Section 2.1(a) hereof, the Depositor had good title to the Mortgage Loans and the Mortgage Notes were subject to no offsets, defenses or counterclaims. It is understood and agreed that the representations and warranties set forth in this Section 2.4 shall survive delivery of the Mortgage Files to the Trustee. Upon discovery by the Depositor or the Trustee of a breach of any of the foregoing representations and warranties set forth in this Section 2.4 (referred to herein as a "breach"), which breach materially and adversely affects the interest of the Certificateholders, the party discovering such breach shall give prompt written notice to the others and to each Rating Agency.