Common use of Participation Not a Security Clause in Contracts

Participation Not a Security. Transferee represents and warrants to Transferor that (i) Transferee does not consider the acquisition of its Participation Interest hereunder to constitute the "purchase" or "sale" of a "security" within the meaning of the Securities Act of l933, the Securities Exchange Act of l934 or Rule l0b-5 promulgated thereunder, the Trust Indenture Act of l939, the securities laws of the State of Ohio, any other applicable securities statute or law, or any rule or regulations under any of the foregoing, (ii) such Participation Interests constitute a commercial transaction by Transferee with Transferor regarding Transferee's Participation Interests in the obligations of the Borrowers under the Loans and the associated Origination Fees and do not represent an "investment" (as that term is commonly understood) in Transferor or the Borrowers, (iii) Transferee is purchasing its Participation Interests hereunder for its own account in respect of a commercial transaction made in the ordinary course of its commercial banking business and not with a view to or in connection with any subdivision, resale, or distribution thereof, and (iv) Transferee is engaged in the business of entering into commercial transactions (including transactions of the nature contemplated herein and in the Loans), can bear the economic risk related to the purchase of the same, and has had access to all information deemed necessary by it in making its decision whether or not to purchase the same.

Participation Not a Security. Transferee represents and warrants to Transferor that (i) Transferee does not consider the acquisition of its Participation Interest hereunder to constitute the "“purchase" ” or "“sale" ” of a "“security" ” within the meaning of the Securities Act of l933, the Securities Exchange Act of l934 or Rule l0b-5 promulgated thereunder, the Trust Indenture Act of l939, the securities laws of the State of Ohio, any other applicable securities statute or law, or any rule or regulations under any of the foregoing, (ii) such Participation Interests constitute a commercial transaction by Transferee with Transferor regarding Transferee's ’s Participation Interests in the obligations of the Borrowers under the Loans and the associated Origination Fees and do not represent an "“investment" ” (as that term is commonly understood) in Transferor or the Borrowers, (iii) Transferee is purchasing its Participation Interests hereunder for its own account in respect of a commercial transaction made in the ordinary course of its commercial banking business and not with a view to or in connection with any subdivision, resale, or distribution thereof, and (iv) Transferee is engaged in the business of entering into commercial transactions (including transactions of the nature contemplated herein and in the Loans), can bear the economic risk related to the purchase of the same, and has had access to all information deemed necessary by it in making its decision whether or not to purchase the same.

Participation Not a Security. Transferee represents and warrants to Transferor that (i) Transferee does not consider the acquisition of its Participation Interest hereunder to constitute the "“purchase" ” or "“sale" ” of a "“security" ” within the meaning of the Securities Act of l9331933, the Securities Exchange Act of l934 1934 or Rule l0b-5 10b-5 promulgated thereunder, the Trust Indenture Act of l9391939, the securities laws of the State of Ohio, any other applicable securities statute or law, or any rule or regulations under any of the foregoing, (ii) such Participation Interests constitute a commercial transaction by Transferee with Transferor regarding Transferee's ’s Participation Interests in the obligations of the Borrowers under the Loans and the associated Origination Fees and do not represent an "“investment" ” (as that term is commonly understood) in Transferor or the Borrowers, (iii) Transferee is purchasing its Participation Interests hereunder for its own account in respect of a commercial transaction made in the ordinary course of its commercial banking business and not with a view to or in connection with any subdivision, resale, or distribution thereof, and (iv) Transferee is engaged in the business of entering into commercial transactions (including transactions of the nature contemplated herein and in the Loans), can bear the economic risk related to the purchase of the same, and has had access to all information deemed necessary by it in making its decision whether or not to purchase the same.

Participation Not a Security. Transferee represents and warrants to Transferor that (i) Transferee does not consider the acquisition of its Participation Interest hereunder to constitute the "purchase" or "sale" of a "security" within the meaning of the Securities Act of l933, the Securities Exchange Act of l934 or Rule l0b-5 promulgated thereunder, the Trust Indenture Act of l939, the securities laws of the State of Ohio, any other applicable securities statute or law, or any rule or regulations under any of the foregoing, (ii) such Participation Interests constitute a commercial transaction by Transferee with Transferor regarding Transferee's Participation Interests in the obligations of the Borrowers under the Loans and the associated Origination Fees and do not represent an "investment" (as that term is commonly understood) in Transferor or the Borrowers, (iii) Transferee is purchasing its Participation Interests hereunder for its own account in respect of a commercial transaction made in the ordinary course of its commercial banking business and not with a view to or in connection with any subdivision, resale, or distribution thereof, and (iv) Transferee is engaged in the business of entering into commercial transactions (including transactions of the nature contemplated herein and in the Loans), can bear the economic risk related to the purchase of the same, and has had access to all information deemed necessary by it in making its decision whether or not to purchase the same.

Participation Not a Security. Transferee represents and warrants to Transferor that (i) Transferee does not consider the acquisition of its Participation Interest hereunder to constitute the "“purchase" ” or "“sale" ” of a "“security" ” within the meaning of the Securities Act of l933, the Securities Exchange Act of l934 or Rule l0b-5 promulgated thereunder, the Trust Indenture Act of l939, the securities laws of the State of Ohio, any other applicable securities statute or law, or any rule or regulations under any of the foregoing, (ii) such Participation Interests constitute a commercial transaction by Transferee with Transferor regarding Transferee's ’s Participation Interests in the obligations of the Borrowers under the Loans and the associated Origination Fees and do not represent an "“investment" ” (as that term is commonly understood) in Transferor or the Borrowers, (iii) Transferee is purchasing its Participation Interests hereunder for its own account in respect of a commercial transaction made in the ordinary course of its commercial banking business and not with a view to or in connection with any subdivision, resale, or distribution thereof, and (iv) Transferee is engaged in the business of entering into commercial transactions (including transactions of the nature contemplated herein and in the Loans), can bear the economic risk related to the purchase of the same, and has had access to all information deemed necessary by it in making its decision whether or not to purchase the same.