Common use of Transfer of Participation Interests Clause in Contracts

Transfer of Participation Interests. (a) Transferee shall from time to time buy from Transferor or from an affiliate of Transferor, without recourse, a continuing undivided fractional Participation Interest, and Transferor shall from time to time sell to Transferee, or cause an affiliate or affiliates of Transferor to sell to Transferee, such Participation Interests. The purchase price for a particular Participation Interest transferred shall be 100% of the purchase price paid by Transferor to Huntington for its Participation Interest. Transfers of Participation Interests by Transferor or an affiliate of Transferor to Transferee hereunder may, upon the mutual agreement of the parties at the time any such transfers are made, be made (i) as additional contributions to the capital of Transferee, (ii) in exchange for the payment of cash by Transferee to Transferor or appropriate affiliate of Transferor, (iii) in consideration of the issuance to Transferor or appropriate affiliate of Transferor of shares of the capital stock of Transferee, or (iv) for such other consideration as the parties shall mutually agree. (b) At the time of transfer of a Participation Interest, Transferor assigns to Transferee, without recourse, all of Transferor’s beneficial right, title and interest in the Loans and associated Origination Fees, including any Collateral for the Loans, and any uncollected payments or collections on account of the Loans. Transferor shall hold title to the Loans, including any Collateral payments and collections as agent for Transferee. Transferee shall pay to Transferor any fees payable to Huntington in connection with the servicing of the Loans under the Participation Agreement. (c) Each of the Loans which shall be subject to this Agreement shall be (i) identified on a completed “Certificate of Participation” in the form of Exhibit A attached hereto, which shall be delivered by Transferor to Transferee and shall contain at least the name of each Borrower, the date of the promissory note evidencing each Loan, the original principal amount of each Loan, the amount of any associated Origination Fees, and the purchase price associated with the same; or (ii) otherwise identified electronically or in the loan files for the Loans, in a manner that is mutually agreeable to Transferor and Transferee and sufficient to properly identify the Loans.

Transfer of Participation Interests. (a) Transferee shall from time to time buy from Transferor or from an affiliate of Transferor, without recourse, a continuing undivided fractional Participation Interest, and Transferor shall from time to time sell to Transferee, or cause an affiliate or affiliates of Transferor to sell to Transferee, such Participation Interests. The purchase price for a particular Participation Interest transferred shall be 100% of the purchase price paid by Transferor to Huntington for its Participation Interest. Transfers of Participation Interests by Transferor or an affiliate of Transferor to Transferee hereunder may, upon the mutual agreement of the parties at the time any such transfers are made, be made (i) as additional contributions to the capital of Transferee, (ii) in exchange for the payment of cash by Transferee to Transferor or appropriate affiliate of Transferor, (iii) in consideration of the issuance to Transferor or appropriate affiliate of Transferor of shares of the capital stock of Transferee, or (iv) for such other consideration as the parties shall mutually agree. (b) At the time of transfer of a Participation Interest, Transferor assigns to Transferee, without recourse, all of Transferor’s 's beneficial right, title and interest in the Loans and associated Origination Fees, including any Collateral for the Loans, and any uncollected payments or collections on account of the Loans. Transferor shall hold title to the Loans, including any Collateral payments and collections as agent for Transferee. Transferee shall pay to Transferor any fees payable to Huntington in connection with the servicing of the Loans under the Participation Agreement. (c) Each of the Loans which shall be subject to this Agreement shall be (i) identified on a completed “"Certificate of Participation” " in the form of Exhibit A attached hereto, which shall be delivered by Transferor to Transferee and shall contain at least the name of each Borrower, the date of the promissory note evidencing each Loan, the original principal amount of each Loan, the amount of any associated Origination Fees, and the purchase price associated with the same; or (ii) otherwise identified electronically or in the loan files for the Loans, in a manner that is mutually agreeable to Transferor and Transferee and sufficient to properly identify the Loans.

Transfer of Participation Interests. (a) Transferee shall from time to time buy from Transferor or from an affiliate of Transferor, without recourse, a continuing undivided fractional Participation Interest, and Transferor shall from time to time sell to Transferee, or cause an affiliate or affiliates of Transferor to sell to Transferee, such Participation Interests. The purchase price for a particular Participation Interest transferred shall be 100% of the purchase price paid by Transferor to Huntington Holdings for its Participation Interest. Transfers of Participation Interests by Transferor or an affiliate of Transferor to Transferee hereunder may, upon the mutual agreement of the parties at the time any such transfers are made, be made (i) as additional contributions to the capital of Transferee, (ii) in exchange for the payment of cash by Transferee to Transferor or appropriate affiliate of Transferor, (iii) in consideration of the issuance to Transferor or appropriate affiliate of Transferor of shares of the capital stock of Transferee, or (iv) for such other consideration as the parties shall mutually agree. (b) At the time of any transfer of a Participation Interest, Transferor assigns to Transferee, without recourse, all of Transferor’s 's beneficial right, title and interest in the Loans and associated Origination Fees, including any Collateral for the Loans, and any uncollected payments or collections on account of the Loans. Transferor shall hold title to the Loans, including any Collateral payments and collections as agent for Transferee. Transferee shall pay to Transferor any fees payable to Huntington in connection with the servicing of the Loans under the Participation Agreement. (c) Each of the Loans which shall be subject to this Agreement shall be (i) identified on a completed “"Certificate of Participation” " in the form of Exhibit A attached hereto, which shall be delivered by Transferor to Transferee and shall contain at least the name of each Borrower, the date of the promissory note evidencing each Loan, the original principal amount of each Loan, the amount of any associated Origination Fees, and the purchase price associated with the same; or (ii) otherwise identified electronically or in the loan files for the Loans, in a manner that is mutually agreeable to Transferor and Transferee and sufficient to properly identify the Loans.

Transfer of Participation Interests. (a) Transferee shall from time to time buy from Transferor or from an affiliate of Transferor, without recourse, a continuing undivided fractional Participation Interest, and Transferor shall from time to time sell to Transferee, or cause an affiliate or affiliates of Transferor to sell to Transferee, such Participation Interests. The purchase price for a particular Participation Interest transferred shall be 100% of the purchase price paid by Transferor to Huntington for its Participation Interest. Transfers of Participation Interests by Transferor or an affiliate of Transferor to Transferee hereunder may, upon the mutual agreement of the parties at the time any such transfers are made, be made (i) as additional contributions to the capital of Transferee, (ii) in exchange for the payment of cash by Transferee to Transferor or appropriate affiliate of Transferor, (iii) in consideration of the issuance to Transferor or appropriate affiliate of Transferor of shares of the capital stock of Transferee, or (iv) for such other consideration as the parties shall mutually agree. (b) At the time of any transfer of a Participation Interest, Transferor assigns to Transferee, without recourse, all of Transferor’s 's beneficial right, title and interest in the Loans and associated Origination FeesLoans, including any Collateral for the LoansLoans and associated Origination Fees, and any uncollected payments or collections on account of the Loans. Transferor shall hold title to the Loans, including any Collateral payments and collections as agent for Transferee. Transferee shall pay to Transferor any fees payable to Huntington in connection with the servicing of the Loans under the Participation Agreement. (c) Each of the Loans which shall be subject to this Agreement shall be (i) identified on a completed “"Certificate of Participation” " in the form of Exhibit A attached hereto, which shall be delivered by Transferor to Transferee and shall contain at least the name of each Borrower, the date of the promissory note evidencing each Loan, the original principal amount of each Loan, the amount of any associated Origination Fees, and the purchase price associated with the same; or (ii) otherwise identified electronically or in the loan files for the Loans, in a manner that is mutually agreeable to Transferor and Transferee and sufficient to properly identify the Loans.

Transfer of Participation Interests. (a) Transferee shall from time to time buy from Transferor or from an affiliate of Transferor, without recourse, a continuing undivided fractional Participation Interest, and Transferor shall from time to time sell to Transferee, or cause an affiliate or affiliates of Transferor to sell to Transferee, such Participation Interests. The purchase price for a particular Participation Interest transferred shall be 100% of the purchase price paid by Transferor to Huntington Holdings for its Participation Interest. Transfers of Participation Interests by Transferor or an affiliate of Transferor to Transferee hereunder may, upon the mutual agreement of the parties at the time any such transfers are made, be made (i) as additional contributions to the capital of Transferee, (ii) in exchange for the payment of cash by Transferee to Transferor or appropriate affiliate of Transferor, (iii) in consideration of the issuance to Transferor or appropriate affiliate of Transferor of shares of the capital stock of Transferee, or (iv) for such other consideration as the parties shall mutually agree. (b) At the time of any transfer of a Participation Interest, Transferor assigns to Transferee, without recourse, all of Transferor’s beneficial right, title and interest in the Loans and associated Origination Fees, including any Collateral for the Loans, and any uncollected payments or collections on account of the Loans. Transferor shall hold title to the Loans, including any Collateral payments and collections as agent for Transferee. Transferee shall pay to Transferor any fees payable that it may owe to Holdings for payment to Huntington in connection with the servicing of the Loans under the Participation Agreement. (c) Each of the Loans which shall be subject to this Agreement shall be (i) identified on a completed “Certificate of Participation” in the form of Exhibit A attached hereto, which shall be delivered by Transferor to Transferee and shall contain at least the name of each Borrower, the date of the promissory note evidencing each Loan, the original principal amount of each Loan, the amount of any associated Origination Fees, and the purchase price associated with the same; or (ii) otherwise identified electronically or in the loan files for the Loans, in a manner that is mutually agreeable to Transferor and Transferee and sufficient to properly identify the Loans.

Transfer of Participation Interests. (a) Transferee shall from time to time buy from Transferor or from an affiliate of Transferor, without recourse, a continuing undivided fractional Participation Interest, and Transferor shall from time to time sell to Transferee, or cause an affiliate or affiliates of Transferor to sell to Transferee, such Participation Interests. The purchase price for a particular Participation Interest transferred shall be 100% of the purchase price paid by Transferor to Huntington for its Participation Interest. Transfers of Participation Interests by Transferor or an affiliate of Transferor to Transferee hereunder may, upon the mutual agreement of the parties at the time any such transfers are made, be made (i) as additional contributions to the capital of Transferee, (ii) in exchange for the payment of cash by Transferee to Transferor or appropriate affiliate of Transferor, (iii) in consideration of the issuance to Transferor or appropriate affiliate of Transferor of shares of the capital stock of Transferee, or (iv) for such other consideration as the parties shall mutually agree. (b) At the time of any transfer of a Participation Interest, Transferor assigns to Transferee, without recourse, all of Transferor’s beneficial right, title and interest in the Loans and associated Origination FeesLoans, including any Collateral for the LoansLoans and associated Origination Fees, and any uncollected payments or collections on account of the Loans. Transferor shall hold title to the Loans, including any Collateral payments and collections as agent for Transferee. Transferee shall pay to Transferor any fees payable to Huntington in connection with the servicing of the Loans under the Participation Agreement. (c) Each of the Loans which shall be subject to this Agreement shall be (i) identified on a completed “Certificate of Participation” in the form of Exhibit A attached hereto, which shall be delivered by Transferor to Transferee and shall contain at least the name of each Borrower, the date of the promissory note evidencing each Loan, the original principal amount of each Loan, the amount of any associated Origination Fees, and the purchase price associated with the same; or (ii) otherwise identified electronically or in the loan files for the Loans, in a manner that is mutually agreeable to Transferor and Transferee and sufficient to properly identify the Loans.