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.
(B) The provisions of this Agreement are effective to either constitute a sale of the Participation Certificate and the beneficial interest in the Mortgage Pool to the Purchaser or to create in favor of the Purchaser a valid security interest in all right, title and interest of the Seller in, to and under the Mortgage Pool related to such Participation Certificate.
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”).
(b) A Participation Certificate shall set forth for the Mortgage Loan (i) the name of the mortgagor; (ii) description and address of mortgaged property and any improvement thereon (“Mortgaged Property”); (iii) the outstanding principal balance of the related promissory note (“Note”); (iv) the interest rate borne by such Note; and (v) such other data as Participant may from time to time request.
(c) Seller shall maintain at its office a certificate register (the “Certificate Register”) showing all pertinent information with respect to each Participation Certificate.
(d) Seller shall provide a copy of the Certificate Register to Participant upon request.
(e) Any Participation Certificate may be re-issued in the event of a transfer by Participant. Prior to due presentation of a Participation Certificate for registration of transfer, Seller shall treat Participant as the owner of such Participation Certificate and the Ownership Interest relating thereto.
(f) In the event of any mutilated, lost, destroyed, or stolen Participation Certificate, Seller shall execute and deliver a replacement Participation Certificate of like tenor and interest, upon Participant: (i) either surrendering any mutilated Participation Certificate to Seller, or (ii) providing evidence to Seller’s satisfaction of the loss, destruction, or theft of any Participation Certificate, as applicable and delivering a representation regarding such loss, destruction or theft, together with such indemnity as may be required by Seller, Seller shall issue a replacement Participation Certificate. Any replacement Participation Certificate issued as provided herein shall constitute, absent fraud, complete and indisputable evidence of ownership of the Ownership Interest as if originally issued, whether or not the mutilated, destroyed, lost, or stolen Participation Certificate shall be subsequently found at any time.
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. (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.
(B) The provisions of this Agreement are effective to either constitute a sale of the Participation Certificate and the beneficial interest in the Mortgage Pool to the Purchaser and to create in favor of the Purchaser a valid security interest in all right, title, and interest of the Seller in, to and under the Mortgage Pool.
Participation Certificates. Receipt by each of the Participants of a duly executed Participation Certificate from the Sponsor.
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 Borrower represents and warrants to the Lender with respect to each Participation Certificate that the representations and warranties set forth on Schedule 1, Part IV hereof are true and correct and that (a) such Participation Certificate is owned by the 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 Custodian is not an Affiliate of the Borrower under the Governing Agreement for the related Participation Certificate.
Participation Certificates. The purchase by Buyer from Seller of any Participation Interest in a Loan shall be reflected in a participation certificate ("Participation Certificate") to be signed and delivered by Seller to Buyer upon the purchase by Buyer of the Participation Interest. The Participation Certificate shall adequately identify the Loan and the percentage of Buyer's Participation Interest therein.
Participation Certificates. The ASLs are evidenced by promissory notes which have been prepared and approved by Lender. The originals of such promissory notes shall be kept in the physical custody and possession of the Subservicer for purposes of servicing. On the date of the first sale of a participation interest with respect to a portfolio of ASLs, 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 ASLs in that particular portfolio. Lender shall deliver or cause to be delivered to Participant, in addition to the executed original of Exhibit "A," a schedule of the ASLs identifying such loans comprising the portfolio.
Participation Certificates. The Consumer Loans are evidenced by promissory notes. Lender makes no representations or warranties with respect to the Consumer Loans or any documentation evidencing such Consumer Loans except as expressly stated in Section 5(a) hereof. Lender shall give written notice to Participant of any modification in Lender’s standard Consumer 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 Consumer 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 Consumer Loans in that particular portfolio. Lender shall attach or cause to be attached to the executed original of Exhibit “A” a schedule of the Consumer Loans 2
