Purchase and Sale of Participation Interests. Following the date of this Adoption Agreement, [each of] the Sponsor [and the Eligible Lender Trustee] agrees to participate in the Department's Participation Purchase Program for Participation Interests in Eligible Loans made pursuant to the Federal Family Education Loan Program under the Master Participation Agreement and to deliver to the Department such Participation Interests in the aggregate principal amounts as evidenced by Participation Purchase Requests and related attachments entered into among the Sponsor, [the Eligible Lender Trustee], the Custodian holding legal title to the Eligible Loans in trust for the holders of the Participation Interests pursuant to the Master Participation Agreement. The Sponsor agrees to sell to the Department, and the Department agrees to purchase from the Sponsor such Participation Interests on the terms and subject to the conditions of the Master Participation Agreement as the same may be supplemented or amended from time to time. The Custodian agrees to hold each Eligible Loan and, either directly or through its designee, all supporting documentation and records in trust for the benefit of the holders of the Participation Interests, and to issue the Participation Interests pursuant to the terms and conditions of the Master Participation Agreement as the same may be supplemented or amended from time to time. Each of the Sponsor, [the Eligible Lender Trustee], the Department and the Custodian hereby acknowledges and agrees to all terms and provisions of the Master Participation Agreement which relate to the creation of and selling of Participation Interests which are incorporated herein in their entirety as if such had been set forth herein, as the same may be supplemented or amended from time to time.
Purchase and Sale of Participation Interests. Section 4.1. Purchase and Sale of Participation Interests in HSBC RALs.
Purchase and Sale of Participation Interests. Except as otherwise provided herein, HSBC TFS shall sell to BFC, and BFC shall purchase from HSBC TFS, a Participation Interest in each HSBC RAL and HSBC IMA originated pursuant to any Distribution Agreement. Each such Participation Interest shall be purchased by BFC on the first Business Day following the Business Day on which the Disbursement Check for such HSBC RAL or HSBC IMA has been presented to HSBC Bank or HSBC Trust, as the case may be, for payment or Electronic Disbursement for such HSBC RAL or HSBC IMA, has been made by HSBC Bank or HSBC Trust, as the case may be. HSBC TFS shall convey each Participation Interest to BFC upon BFC’s payment to HSBC TFS of the Purchase Price with respect to each such Participation Interest as set forth in Section 4.3. If and to the extent that any conveyance of a Participation Interest is not deemed a sale of a Participation Interest, (i) HSBC TFS hereby grants to BFC a security interest in each Participation Interest that was purportedly conveyed, (ii) this Participation Agreement shall constitute a security agreement with respect to such Participation Interest under applicable Law and (iii) HSBC TFS authorizes the filing of such financing and continuation statements with respect to Participation Interests hereafter created or arising. Except for the representations and warranties expressly made by HSBC TFS in this Participation Agreement, Participation Interests (and the acquisition thereof by BFC) shall be without recourse to HSBC TFS.
Purchase and Sale of Participation Interests. 4 Section 4.1. Purchase and Sale of Participation Interests in HSBC RALs.................... 4 Section 4.2. Purchase Price............................................................... 5 Section 4.3. Payment...................................................................... 5 Section 4.4. Right to Exclude Certain RALs................................................ 5 Section 4.5. Certain Rights of HTMAC...................................................... 6 Section 4.6. Information to be Furnished by HTMAC to BFC.................................. 6 Section 4.7. True Sale and Nonconsolidation Opinions...................................... 6 Section 4.8. Right of BFC to Sell Participation Rights.................................... 7 ARTICLE V SERVICING OF PARTICIPATED HSBC RALS.......................................... 8 Section 5.1. Servicing Agreement.......................................................... 8
Purchase and Sale of Participation Interests. The Bank hereby sells to the Participant and the Participant hereby purchases from the Bank, for the Participant's own accounts, a participation comprising an undivided interest in the Bank's Loans Agreements and Notes existing as of March 21, 1997 (the "Purchase Date") in the percentage of the relevant Bank Loan set forth in Exhibit A, for the applicable loan (the "Participant's Percentage") of each loan. The total interest which the Participant purchases in the Loans which are outstanding is hereinafter referred to as the ("Participant's Participation").
Purchase and Sale of Participation Interests. (a) Concurrently with the execution hereof, U.S. Bank shall be deemed to have sold and transferred to Participant, and Participant shall be deemed irrevocably and unconditionally to have purchased and received from U.S. Bank, without recourse or warranty, an undivided interest (the "Participation") equal to 100% (such percentage is hereinafter called the Participant's "Percentage") in: (i) all U.S. Bank Letters of Credit and the Letter of Credit Obligations arising therefrom or relating thereto (collectively, the "Credit"); and (ii) all existing and future property and interests in property of the Borrower securing payment and performance of such Letter of Credit Obligations (the "Collateral").
