Common use of Participation Certificate Clause in Contracts

Participation Certificate. On the date of the initial sale of a participation interest with respect to a portfolio of Eligible Loans hereunder, or thereafter as mutually agreed upon by the parties hereto, Lender shall execute and deliver to Participant the Participation Certificate evidencing a 100% participation and beneficial ownership interest in Eligible Loans in that portfolio as identified in Schedule A attached to the Participation Certificate. Lender shall attach or cause to be attached to the executed original Participation Certificate a schedule of the participated Eligible Loans, legal title to which shall be retained by Lender (if an eligible lender under the Higher Education Act) or by the Trustee. As Lender sells additional participation interests in Eligible Loans to Participant hereunder, no less frequently than on a monthly basis, Lender shall issue (or cause to be issued) supplemental schedules to Participant to be substituted and attached to the Participation Certificate. The participation interest shall be deemed to have been transferred to Participant upon payment of the purchase price therefor, irrespective of whether such supplemental schedules are issued by Lender. With respect to any Eligible Loan evidenced by a Master Promissory Note in the form mandated by Section 432(m)(1)(D) of the Higher Education Act, Lender shall make only one copy of the Master Promissory Note evidencing such Eligible Loan, mark the same "Official Copy" in red ink, and deliver such official cxxx or the original thereof to Servicer on behalf of Participant; Lender shall also perform any reasonable or necessary acts to perfect Participant's ownership of the participation interest in Eligible Loans including, without limitation, providing notice to the Borrowers of the transfer of the participation interest if Participant determines such acts are necessary to perfect such sale.

Participation Certificate. On the date of the initial sale of a participation interest with respect to a portfolio of Eligible Loans hereunder, or thereafter as mutually agreed upon by the parties hereto, Lender shall execute and deliver to Participant the Participation Certificate evidencing a 100% participation and beneficial ownership interest in Eligible Loans in that portfolio as identified in Schedule A attached to the Participation Certificate. Lender shall attach or cause to be attached to the executed original Participation Certificate a schedule of the participated Eligible Loans, legal title to which shall be retained by Lender (if an eligible lender under the Higher Education Act) or by the Trustee. As Lender sells additional participation interests in Eligible Loans to Participant hereunder, no less frequently than on a monthly basis, Lender shall issue (or cause to be issued) supplemental schedules to Participant to be substituted and attached to the Participation Certificate. The participation interest shall be deemed to have been transferred to Participant upon payment of the purchase price therefor, irrespective of whether such supplemental schedules are issued by Lender. With respect to any Eligible Loan evidenced by a Master Promissory Note in the form mandated by Section 432(m)(1)(D432(m)(l)(D) of the Higher Education Act, Lender shall make only one copy of the Master Promissory Note evidencing such Eligible Loan, mark the same "Official Copy" in red ink, and deliver such official cxxx xxxx or the original thereof to Servicer on behalf of Participant; Lender shall also perform any reasonable or necessary acts to perfect Participant's ownership of the participation interest in Eligible Loans including, without limitation, providing notice to the Borrowers of the transfer of the participation interest if Participant determines such acts are necessary to perfect such sale.

Participation Certificate. On the date of the initial sale of a participation interest with respect to a portfolio of Eligible Loans hereunder, or thereafter as mutually agreed upon by the parties hereto, Lender shall execute and deliver to Participant the Participation Certificate evidencing a 100% participation and beneficial ownership interest in Eligible Loans in that portfolio as identified in Schedule A attached to the Participation Certificate. Lender shall attach or cause to be attached to the executed original Participation Certificate a schedule of the participated Eligible Loans, legal title to which shall be retained by Lender (if an eligible lender under the Higher Education Act) or by the Eligible Lender Trustee. As Lender sells additional participation interests in Eligible Loans to Participant hereunder, no less more frequently than on a monthly basis, Lender shall issue (or cause to be issued) supplemental schedules to Participant to be substituted and attached to the Participation Certificate. The participation interest shall be deemed to have been transferred to Participant upon payment of the purchase price Purchase Price therefor, irrespective of whether such supplemental schedules are issued by Lender. With respect to any Eligible Loan evidenced by a Master Promissory Note in the form mandated by Section 432(m)(1)(D) of the Higher Education Act, Lender shall make only one copy of the Master Promissory Note evidencing such Eligible Loan, mark the same "Official Copy" in red ink, and deliver such official cxxx or the original thereof to Servicer on behalf of Participant; Lender shall also perform any reasonable or necessary acts to perfect Participant's ownership of the participation interest in Eligible Loans including, without limitation, providing notice to the Borrowers of the transfer of the participation interest if Participant or Facility Agent determines such acts are necessary to perfect such sale.

Participation Certificate. On the date of the initial sale of a participation interest with respect to a portfolio of Eligible Loans hereunder, or thereafter as mutually agreed upon by the parties hereto, Lender shall execute and deliver to Participant the Participation Certificate evidencing a 100% participation and beneficial ownership interest in Eligible Loans in that portfolio as identified in Schedule A attached to the Participation Certificate. Lender shall attach or cause to be attached to the executed original Participation Certificate a schedule of the participated Eligible Loans, legal title to which shall be retained by Lender (if an eligible lender under the Higher Education Act) or by the Eligible Lender Trustee. As Lender sells additional participation interests in Eligible Loans to Participant hereunder, no less more frequently than on a monthly basis, . Lender shall issue (or cause to be issued) supplemental schedules to Participant to be substituted and attached to the Participation Certificate. The participation interest shall be deemed to have been transferred to Participant upon payment of the purchase price Purchase Price therefor, irrespective of whether such supplemental schedules are issued by Lender. With respect to any Eligible Loan evidenced by a Master Promissory Note in the form mandated by Section 432(m)(1)(D) of the Higher Education Act, Lender shall make only one copy of the Master Promissory Note evidencing such Eligible Loan, mark the same "Official Copy" in red ink, and deliver such official cxxx or the original thereof to Servicer on behalf of Participant; Lender shall also perform any reasonable or necessary acts to perfect Participant's ownership of the participation interest in Eligible Loans including, without limitation, providing notice to the Borrowers of the transfer of the participation interest if Participant or Facility Agent determines such acts are necessary to perfect such sale.

Participation Certificate. On the date of the initial sale of a participation interest with respect to a portfolio of Eligible Loans hereunder, or thereafter as mutually agreed upon by the parties hereto, the Lender shall execute and deliver to the Participant the Participation Certificate evidencing a 100% participation and beneficial ownership interest in Eligible Loans in that portfolio as identified in Schedule A attached to the Participation Certificate. The Lender shall attach or cause to be attached to the executed original Participation Certificate a schedule of the participated Eligible Loans, legal title to which shall be retained by the Lender (if an eligible lender under the Higher Education Act) or by the Eligible Lender Trustee. As the Lender sells additional participation interests in Eligible Loans to the Participant hereunder, no less more frequently than on a monthly basis, the Lender shall issue (or cause to be issued) supplemental schedules to the Participant to be substituted and attached to the Participation Certificate. The participation interest shall be deemed to have been transferred to the Participant upon payment of the purchase price Purchase Price therefor, irrespective of whether such supplemental schedules are issued by the Lender. With respect to any Eligible Loan evidenced by a Master Promissory Note in the form mandated by Section 432(m)(1)(D) of the Higher Education Act, Lender shall make only one copy of the Master Promissory Note evidencing such Eligible Loan, mark the same "Official Copy" in red ink, and deliver such official cxxx or the original thereof to Servicer on behalf of Participant; The Lender shall also perform any reasonable or necessary acts to perfect the Participant's ownership of the participation interest in Eligible Loans including, without limitation, providing notice to the Borrowers of the transfer of the participation interest if the Participant determines such acts are necessary to perfect such sale.