Common use of Purchase of Participation Interest Clause in Contracts

Purchase of Participation Interest. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, during the Commitment Period, Lender agrees to sell to Participant, and Participant agrees to purchase from Lender, in an aggregate amount up to a maximum of the Commitment Amount, an undivided participation interest in 100.0% of the outstanding principal balance and accrued interest thereon of Eligible Loans and a portion of the income generated by the Eligible Loans as provided herein. Participant shall pay to Lender or its designee the Purchase Price for the participation interest in each Eligible Loan purchased hereunder, by wire transfer of immediately available funds, on such dates as the parties may mutually agree upon. The participation interest acquired by Participant shall include the promissory note or Official Copy as defined in Section 2.02 and related documents in connection with each participated Eligible Loan. The participation interest purchased by Participant shall represent a participation interest in each and every Eligible Loan specifically identified in the Participation Certificate with respect thereto, and the parties agree that Participant is not purchasing an interest in an undivided pool of Eligible Loans. It is the intention of Lender, that the transfer from Lender to Participant constitutes a true, absolute sale of the participation interest in Eligible Loans hereunder and that the ownership of such participation interests shall not become or be deemed to be property of Lender for any purposes under applicable law. Except as expressly set forth in this Agreement, the sale of participation interests in Eligible Loans shall be without recourse to Lender in connection with Borrowers' default on such Eligible Loans. If a Borrower defaults on an Eligible Loan, and the proceeds from the liquidation of the Eligible Loan are insufficient to pay the interest accrued on the Eligible Loan, interest shall be distributed on a pro rata basis between the Participant and Lender based on the proportion of the basis points comprising Lender's Retained Interest and the total basis points comprising the interest rate on the Eligible Loan.

Purchase of Participation Interest. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, during the Commitment Period, the Lender agrees to sell to the Participant, and the Participant agrees to purchase from the Lender, in an aggregate amount up to a maximum of the Commitment Amount, an undivided participation interest in 100.0100% of the outstanding principal balance and accrued interest thereon of Eligible Loans and a portion of the income generated by the Eligible Loans as provided herein. The Participant shall pay to the Lender or its designee the Purchase Price for the participation interest in each Eligible Loan purchased hereunder, by wire transfer of immediately available funds, on such dates as the parties may mutually agree upon. The participation interest acquired by the Participant shall include the promissory note or Official Copy as defined in Section 2.02 and related documents in connection with each participated Eligible Loan. The participation interest purchased by the Participant shall represent a participation interest in each and every Eligible Loan specifically identified in the Participation Certificate with respect thereto, and the parties agree that the Participant is not purchasing an interest in an undivided pool of Eligible Loans. It is the intention of Lender, the Lender that the transfer from the Lender to the Participant constitutes a true, absolute sale of the participation interest in Eligible Loans hereunder and that the ownership of such participation interests shall not become or be deemed to be property of the Lender for any purposes under applicable law. Except as expressly set forth in this Agreement, the sale of participation interests in Eligible Loans shall be without recourse to the Lender in connection with Borrowers' default on such Eligible Loans. If a Borrower defaults on an Eligible Loan, and the proceeds from the liquidation of the Eligible Loan are insufficient to pay the interest accrued on the Eligible Loan, interest shall be distributed on a pro rata basis between the Participant and the Lender based on the proportion of the basis points comprising the Lender's Retained Interest and the total basis points comprising the interest rate on the Eligible Loan. The Lender hereby authorizes the Participant to file a UCC-1 financing statement identifying the Lender as debtor/seller and the Participant as secured party/buyer and describing the participation interest in the Eligible Loans sold pursuant to this Agreement. The preparation or filing of such UCC-1 financing statement is solely for additional protection of the Participant's participation interest in the Eligible Loans and shall not be deemed to contradict the express intent of the Lender and the Participant that the transfer of participation interest in the Eligible Loans under this Agreement is an absolute assignment of such participation interest in the Eligible Loans and is not a transfer of such participation interest in the Eligible Loans as security for a debt.

Purchase of Participation Interest. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, during the Commitment Period, Lender agrees to sell to Participant, and Participant agrees to purchase from Lender, in an aggregate amount up to a maximum of the Commitment Amount, an undivided participation interest in 100.0% of the outstanding principal balance and accrued interest thereon of Eligible Loans and a portion of the income generated by the Eligible Loans as provided herein. Participant shall pay to Lender or its designee the Purchase Price for the participation interest in each Eligible Loan purchased hereunder, by wire transfer of immediately available funds, on such dates as the parties may mutually agree upon. The participation interest acquired by Participant shall include the promissory note or Official Copy as defined in Section 2.02 and related documents in connection with each participated Eligible Loan. The participation interest purchased by Participant shall represent a participation interest in each and every Eligible Loan specifically identified in the Participation Certificate with respect thereto, and the parties agree that Participant is not purchasing an interest in an undivided pool of Eligible Loans. It is the intention of Lender, that the transfer from Lender to Participant constitutes a true, absolute sale of the participation interest in Eligible Loans hereunder and that the ownership of such participation interests shall not become or be deemed to be property of Lender for any purposes under applicable law. Except as expressly set forth in this Agreement, the sale of participation interests in Eligible Loans shall be without recourse to Lender in connection with Borrowers' default on such Eligible Loans. If a Borrower defaults on an Eligible Loan, and the proceeds from the liquidation of the Eligible Loan are insufficient to pay the interest accrued on the Eligible Loan, interest shall be distributed on a pro rata basis between the Participant and Lender based on the proportion of the basis points comprising Lender's Retained Interest and the total basis points comprising the interest rate on the Eligible Loan. The Lender hereby authorizes the Participant to file a UCC-1 financing statement identifying the Lender as debtor/seller and the Participant as secured party/buyer and describing the participation interest in the Eligible Loans sold pursuant to this Agreement. The preparation or filing of such UCC-1 financing statement is solely for additional protection of the Participant's interest in the Eligible Loans and shall not be deemed to contradict the express intent of the Lender and the Participant that the transfer of Eligible Loans under this Agreement is an absolute assignment of such Eligible Loans and is not a transfer of such Eligible Loans as security for a debt.

Purchase of Participation Interest. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, during the Commitment Period, Lender agrees to sell to Participant, and Participant agrees to purchase from Lender, in an aggregate amount up to a maximum of the Commitment Amount, an undivided participation interest in 100.0% of the outstanding principal balance and accrued interest thereon of Eligible Loans and a portion of the income generated by the Eligible Loans as provided herein. Participant shall pay to Lender or its designee the Purchase Price for the participation interest in each Eligible Loan purchased hereunder, by wire transfer of immediately available funds, on such dates as the parties may mutually agree upon. The participation interest acquired by Participant shall include the promissory note or Official Copy as defined in Section 2.02 and related documents in connection with each participated Eligible Loan. The participation interest purchased by Participant shall represent a participation interest in each and every Eligible Loan specifically identified in the Participation Certificate with respect thereto, and the parties agree that Participant is not purchasing an interest in an undivided pool of Eligible Loans. It is the intention of Lender, that the transfer from Lender to Participant constitutes a true, absolute sale of the participation interest in Eligible Loans hereunder and that the ownership of such participation interests shall not become or be deemed to be property of Lender for any purposes under applicable law. Except as expressly set forth in this Agreement, the sale of participation interests in Eligible Loans shall be without recourse to Lender in connection with Borrowers' default on such Eligible Loans. If a Borrower defaults on an Eligible Loan, and the proceeds from the liquidation of the Eligible Loan are insufficient to pay the interest accrued on the Eligible Loan, interest shall be distributed on a pro rata basis between the Participant and Lender based on the proportion of the basis points comprising Lender's Retained Interest and the total basis points comprising the interest rate on the Eligible Loan. The Lender hereby authorizes the Participant to file a UCC-1 financing statement identifying the Lender as debtor/seller and the Participant [and the Trustee] as secured parties/buyers and describing the participation interest in the Eligible Loans sold pursuant to this Agreement. The preparation or filing of such UCC-1 financing statement is solely for additional protection of the Participant's interest in the Eligible Loans and shall not be deemed to contradict the express intent of the Lender and the Participant that the transfer of Eligible Loans under this Agreement is an absolute assignment of such Eligible Loans and is not a transfer of such Eligible Loans as security for a debt.