The Participation. As partial consideration for the purchase price paid by Participant pursuant to the Purchase Agreement, the Lead hereby grants and the Participant hereby accepts a fifteen percent (15%) (which, when added to the Conseco Participation acquired by Participant gives Participant a twenty-five percent (25%) participation) (the twenty-five percent (25%) participation is the “Participation Percentage”) undivided participation interest in the loan (the “Loan”) heretofore made by the Lead to Hoosier Park, L.P. (the “Borrower”) pursuant to (A) the Construction Loan and Permanent Financing Agreement, dated September 30, 1993, between API and the Lead (the “Construction Loan Agreement”), as assumed by the Borrower pursuant to (i) the Hoosier Park Agreement of Limited Partnership dated August 30, 1994 (as amended) and (ii) the Assumption Agreement, dated August 30, 1994, executed by the Borrower in favor of API (the “Assumption Agreement”), and as amended by (i) the Agreement Regarding Construction Loan and Permanent Financing Agreement, Mortgage, Collateral Assignment of Contract and Other Matters, dated January 31, 1994, between API and the Lead (the “January 31, 1994 Agreement”), (ii) the Loan Extension Agreement, dated June 1, 1994, between API and the Lead (the “Extension Agreement”), (iii) the Second Agreement Regarding Construction Loan and Permanent Financing Agreement, Collateral Assignment of Contract and Other Matters dated as of November 30, 1995, between the Borrower and the Lead (“November 30, 1995 Agreement”), and (iv) the Third Agreement Regarding Construction Loan and Permanent Financing Agreement, Collateral Assignment of Contract, Note and Other Matters dated as of May 6, 2004, between the Borrower and the Lead (“May 6, 2004 Agreement”) and (B) the Second Amended Secured Promissory Note, dated November 1, 1994, by Borrower in favor of the Lead in the face principal amount of $28,700,000, as amended by the May 6, 2004 Agreement (as so amended, the “Note”). The Loan is secured pursuant to (A) the Collateral Assignment of Contracts, dated September 30, 1993, between API and the Lead (the “Collateral Assignment”), as assumed by the Borrower pursuant to the Assumption Agreement and as amended by the January 31, 1994 Agreement, the November 30, 1995 Agreement, and the May 6, 2004 Agreement, (B) the Mortgage, Assignment of Rents, Security Agreement and Fixture Filing, dated September 30, 1993, between API and the Lead (the “Mortgage”), as assigned to the Bo...
The Participation. Subject to the terms and conditions set forth in this Agreement, the Company hereby retains a subordinated Junior Participation in the Mortgage Loans. Such Junior Participation is and in all cases shall be subordinate to the rights of the Purchaser in the Mortgage Loans to the extent provided in this Agreement.
The Participation. The Company, simultaneously with the execution and delivery of this Agreement, does hereby sell, transfer, and convey the Participation Interests to the Investor. The Company will make available to the Investor copies of all material documents pertinent to the related Mortgage Loan, including all notes, financing statements, security agreements, mortgages, assignments, certificates, powers, filings, agreement and all other writings executed or to be executed in connection with such mortgage loan. Upon the sale of each Participation Interest the Company will retain legal title of record to the related Mortgage Loan in trust for the Investor. On the Closing Date the Investor shall pay to the Company an amount equal to the Purchase Price for the Participation Interests, whereupon the Company shall automatically be deemed to have transferred such Participation Interests to the Investor. On the Closing Date, the Company shall cause the Servicer to reflect on its system of record the Investor as the owner of a 100% Participation Interest in the related Mortgage Loan. The Company shall also deliver to the Investor, on the Closing Date, a Mortgage Loan Schedule and the Participation Certificate. The sale of a Participation Interest hereunder is expressly intended by both the Company and the Investor to be the Company’s true, absolute, and unconditional sale to the Investor of such Participation Interest and not the Company’s pledge thereof to secure a debt or other obligation owed to the Investor. The Investor shall share any loss incurred on any Mortgage Loan or any third party expenses, and any subsequent recoveries of such losses or third party expenses, in accordance with its Participation Interest percentage. So long as the Investor continues to own a Participation Interest, the Company shall continue to make available to the Investor all Mortgage Loan Documents with respect to the related Mortgage Loan, including all origination and credit files concerning the related Mortgagor(s).
The Participation. 1.1. As of the Closing Date, (i) Grantor hereby sells, transfers, assigns, grants and conveys without recourse, except as otherwise provided herein, to Participant, and Participant hereby purchases from Grantor, a 100% undivided participation interest in Grantor’s interests in the Participated Assets and the Transferred Rights relating thereto whether outstanding as of the Closing Date or made or obtained thereafter (collectively, the “Participation”), the legal title to which is held by Grantor, and (ii) Participant hereby acquires the Participation and assumes and agrees to perform and comply with all Assumed Obligations. Notwithstanding the foregoing, Grantor agrees to remain responsible for, and agrees to continue to perform and comply with, all Retained Obligations with respect to the Participated Assets and Transferred Rights. Other than for tax purposes, the parties hereby agree to treat the transfer of the Participation by Grantor to Participant as a sale by Grantor and purchase by Participant on all of their respective relevant books and records.
The Participation. 1.1. As of the Closing Date (i) Grantor hereby sells (and, in the case of the Contributed Participation Portion, hereby agrees to facilitate a capital contribution on behalf of Participant Parent), transfers, assigns, grants and conveys without recourse, except as otherwise provided herein, to Participant, and Participant hereby purchases from Grantor on terms no less favorable to Participant than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate, (a) a 100% undivided participation interest in Grantor’s interests in the portion of the Participated Assets (as identified by Grantor) having an aggregate market value (as determined by Grantor in reasonable business judgment) equal to the Purchase Price, and the Transferred Rights relating thereto, whether outstanding as of the Closing Date or made or obtained thereafter (collectively, the “Sold Participation Portion”) and (b) a 100% undivided participation interest in Grantor’s interests in the portion of the Participated Assets (as identified by Grantor) having an aggregate market value (as determined by Grantor in reasonable business judgment) in excess of the Purchase Price, and the Transferred Rights relating thereto, whether outstanding as of the Closing Date or made or obtained thereafter (collectively, the “Contributed Participation Portion”, and, together with the Sold Participation Portion, the “Participation”), in each case, the legal title to which is held by Grantor, and (ii) Participant hereby acquires the Participation. Other than for tax and accounting purposes, Grantor and Participant agree to treat the transfer of the Participation by Grantor to Participant as a sale and purchase on all of their respective relevant books and records. Grantor hereby acknowledges that, on the date hereof, Participant shall Grant to the Collateral Agent for the benefit of the Secured Parties a security interest in Participant’s right, title and interest in and to this Agreement.
The Participation. The Receivables Purchaser grants to each Original Participant, and each Original Participant accepts, its Participation with effect from the Commencement Date and subject to the terms of this Deed.
The Participation. 2.1 Shareholder is the owner of one Segregated Portfolio Share (the “SP Share) and wishes to purchase an additional SP Share in the capital of the Company on and subject to the terms of the Memorandum and Articles of Association of the Company for a subscription price of US$1.00, plus up to 20% of the Gross Annual Premium written on policies written by Guarantee for Shareholder, Shareholder’s affiliates and clients of Shareholder or Shareholder’s affiliates, provided however, that such additional 20% shall be payable only in the event the Insured and/or Shareholder fail to meet their collateral funding obligations as set forth in that certain Collateral Carry Forward Agreement executed on even date herewith between the Insured, Shareholder and Guarantee. Further subscriptions of SP Shares in the Company designated Segregated Portfolio Shares may be made on such terms as the parties may subsequently agree.
The Participation. On 9 August 2017, the Partners entered into the Partnership Agreement in relation to the establishment of the Limited Partnership. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, each of the Partners (apart from the Subsidiary) and their respective ultimate beneficial owners are independent of the Company and its connected persons. The principal terms of the Partnership Agreement in relation to the Limited Partnership are set out below.
The Participation. 2.01 Save as provided in Clause 2.02, the Participant shall pay to the Bank on the Commencement Date the consideration provided in the Loan Option Agreement between the parties in exchange for the Participant's Percentage of, and in the same currency as, the Bank's Participation in each Advance then outstanding under the Participated Facility.
The Participation
