Participation Certificates. (A) The Seller has not assigned, pledged, or otherwise conveyed or encumbered any Mortgage Loan that is subject to a Participation Certificate to any other Person (other than Purchaser), and immediately prior to the sale of the related Participation Certificate to the Purchaser, the Seller was the sole owner of such Mortgage Loan and had good and marketable title thereto, free and clear of all Liens, in each case except for Liens to be released simultaneously with the sale to the Purchaser hereunder.
Participation Certificates. (a) The Ownership Interest for each Mortgage Loan shall be evidenced by one or more certificates substantially in the form attached hereto as Exhibit B (each a “Participation Certificate”).
Participation Certificates. Receipt by each of the Participants of a duly executed Participation Certificate from the Sponsor.
Participation Certificates. (A) Other than as contemplated under the Program Documents, the Seller has not assigned, pledged, or otherwise conveyed or encumbered the Participation Certificate or any Mortgage Loan to any other Person (other than the Purchaser), and immediately prior to the sale of the related Participation Certificate to the Purchaser, the Seller was the sole owner of the Participation Certificate and the Mortgage Loans and had good and marketable title thereto, free and clear of all Liens (other than Liens in favor of Purchaser), in each case except for Liens to be released simultaneously with the sale to the Purchaser hereunder.
Participation Certificates. Upon your acceptance of any contribution of a Participation in specified Assets under this Agreement or any offer by us to sell you a Participation in specified Assets under this Agreement, we will promptly send you a participation certificate in substantially the form of Schedule I attached hereto (a "Participation Certificate"), confirming and evidencing the Participation contributed or sold and transferred to you under this Agreement. Terms defined in the Participation Certificate for each Participation shall have the same meaning when used in this Agreement in connection with that Participation.
Participation Certificates. With respect to any Asset that constitutes a Participation Certificate, Buyer shall have received the original Participation Certificate registered into the name of the Indenture Trustee as designee of the Buyer.
Participation Certificates. The Borrowers represent and warrant to the Lender with respect to each Participation Certificate that the representations and warranties set forth on Schedule 1, Part III hereof are true and correct and that (a) such Participation Certificate is owned by the related Borrower free from all Liens, (b) such Participation Certificate shall have been delivered to the Lender or its designee in a form suitable for registration in the name of the Lender, (c) such Participation Certificate represents an Ownership Percentage in the Underlying Mortgage Loans referenced therein, (d) the Eligible Assets referenced in such Participation Certificate are being held by a Participation Custodian for the benefit of the holder of such Participation Certificate, and (e) the Participation -106- 112 Custodian is not an Affiliate of either Borrower under the Governing Agreement for the related Participation Certificate.
Participation Certificates. On the date of the first sale of a participation interest with respect to a portfolio of SLABS, or thereafter as mutually agreed to by the parties, Nelnet shall execute and deliver (or shall cause to be executed and delivered) to UBATCO a participation certificate substantially in the form marked as Exhibit “A,” attached hereto and incorporated herein by this reference, evidencing a participating equitable ownership interest in the SLABS in that particular portfolio. Nelnet shall deliver or cause to be delivered to UBATCO in addition to the executed original of Exhibit “A” a schedule of the securities identifying such SLABS comprising the portfolio, title to which shall be retained by or on behalf of Nelnet. As Nelnet sells additional participation interests in SLABS to UBATCO, additional schedules identifying participated SLABS shall be issued accordingly. Section 1.03.
Participation Certificates. (a) Immediately upon the purchase by Participant of an Ownership Interest in a Warehouse Loan, Seller shall deliver to Participant an original certificate evidencing such Ownership Interest, substantially in the form attached hereto as Exhibit A (“Participation Certificate”), setting forth: (i) the principal amount of the applicable Warehouse Loan; (ii) Participant’s Ownership Interest in such Warehouse Loan; (iii) the purchase price of the Ownership Interest, and (iv) such other data as Participant may from time to time request.
Participation Certificates. The Education Loans are evidenced by promissory notes. Lender makes no representations or warranties with respect to the Education Loans or any documentation evidencing such Education Loans except as expressly stated in Section 5(a) hereof. Lender shall give written notice to Participant of any modification in Lender’s standard Education Loan documentation, and Lender shall not implement any such modification until thirty (30) days following such notice. The originals of such promissory notes shall be kept in the physical custody and possession of the Servicer for purposes of servicing. On the date of the first sale of a participation interest with respect to a portfolio of Education Loans, or thereafter as mutually agreed to by the parties, Lender shall execute and deliver (or shall cause to be executed and delivered) to Participant a master participation certificate substantially in the form marked as Exhibit “A,” attached hereto and incorporated herein by this reference, evidencing a participating equitable ownership interest in the Education Loans in that particular portfolio. Lender shall attach or cause to be attached to the executed original of Exhibit “A” a schedule of the Education Loans identifying such loans comprising the portfolio.
