Common use of Representations and Warranties; Certain Agreements Clause in Contracts

Representations and Warranties; Certain Agreements. a. To induce Participant to enter into this Agreement, Lender hereby makes the following representations and warranties: (1) Lender is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America. (2) Lender has the power and authority to own its properties, to carry on its business in the manner in which it conducts such business and to execute, acknowledge and deliver this Agreement, the Loan Documents and any other documents contemplated herein to be executed, acknowledged or delivered by Lender in connection with the Loans and this Agreement. (3) Compliance by Lender with the terms and conditions of this Agreement does not conflict with, or result in a breach of or default under, any other agreement or instrument to which Lender is a party, or any federal or state law, regulation, ruling or interpretation to which Lender is subject. b. To induce Participant to enter into this Agreement, Lender makes, as of the Effective Date, the following representations and warranties as to each Loan (except as otherwise qualified below): (1) The Loan has been closed, advanced, booked, administered and serviced by Lender in accordance with the then-applicable Policies and Procedures. (2) Lender is the sole owner of the Loan, free and clear of claims, liens, charges and encumbrances of any type (subject to Participant’s Participation Interest therein and the rights of Lender as servicer). (3) Except as would not have a material adverse effect on the Participation Interest, each Loan Document executed is genuine, was duly authorized, executed and delivered and is the legal, valid and binding obligation of Lender, and to the best of Lender’s knowledge, the counterparty thereto, enforceable in accordance with its terms, except as such enforcement may be limited (A) by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, (B) by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law), or (C) to the extent that certain of the remedial provisions of the Loan Documents may be limited by applicable law, provided however, that such limitations do not make the remedies provided for in the Loan Documents inadequate for the practical realization of the benefits of the security intended to be afforded thereby. (4) Except as would not have a material adverse effect on the Participation Interest, all recordable instruments included in the Loan Documents have been duly recorded in all places necessary to perfect valid security interests or mortgage liens, as the case may be, and the Loan Documents create valid, existing, enforceable, and perfected first or second liens on the Collateral. (5) All costs, fees and expenses incurred in underwriting, closing and funding, except for any Unfunded Commitments, of any Loan and recording any instruments have been paid or are not assessable against Participant. (6) All applicable federal, state and local laws, regulations, rulings and interpretations applicable to the making and servicing of any Loan have been complied with. (7) As of the Effective Date, none of the Loans are in non-accrual status. (8) Except as would not have a material adverse effect on the Participation Interest, to Lender’s knowledge, none of the Loan Documents is subject to any valid set-off, abatement, diminution, counterclaim or defense, including, without limitation, a defense of usury, or any right of rescission, and no such set-off, abatement, diminution, counterclaim or defense, including a defense of usury, or right of rescission, has been asserted with respect thereto. (9) The information set forth on Exhibit A with respect to the Loans is true and correct in all material respects as of the Effective Date. (10) Except as would not have a material adverse effect on the Participation Interest, each Loan that is secured by real property is covered by an appropriate lender’s title insurance policy and each such title insurance policy is issued by a title insurer acceptable to Lender and qualified to do business in the jurisdiction where the Collateral is located, insuring Lender, in the Lender’s applicable lien position, in the original principal amount of such Loan. (11) Except as would not have a material adverse effect on the Participation Interest, there is no default, breach, violation or event which would permit acceleration existing under the Loans or the Loan Documents and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event which would permit acceleration, and Lender has not waived any default, breach, violation or event which would permit acceleration. (12) Lender has complied with the Policies and Procedures applicable to each Loan and Loan Documents at the time of its origination or as later modified by Lender. (13) Lender acknowledges that the servicing fee payable to Lender hereunder represents reasonable compensation for performing such services and that the entire servicing fee shall be treated by Lender as compensation for the servicing and administration of the Loans pursuant to this Agreement. c. To induce Lender to enter into this Agreement, Participant makes the following representations and warranties: (1) Participant has reviewed the Policies and Procedures and Loan Documents, and has conducted such other portfolio analysis and due diligence examination as it has deemed to be necessary and appropriate in connection with entering into this Agreement. (2) Participant represents that it is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. (3) Participant represents and warrants that it is authorized and has the power to enter into this Agreement and purchase the Participation Interest, and that all documents or instruments pertaining to the purchase by Participant of the Participation Interest are properly executed and binding on Participant. d. Except as otherwise expressly contemplated in this Agreement, each of Lender and Participant represents and warrants each other as follows: (i) as to Participant, it is purchasing its Participation Interest for its own account and not with a view to the resale or further distribution of same except as expressly permitted herein; (ii) as to Lender, it is retaining an interest in the servicing of the Loans as part of a commercial transaction and not with a view to the resale or further distribution of same; (iii) that this Agreement does not represent a joint venture of the Parties or an “investment” (as that term is commonly understood) by any Party in any other Party; and (iv) that it is authorized to engage in the business of entering into commercial transactions (including transactions of the nature contemplated herein), can bear the economic risk of its interest hereunder, and has had access to all information deemed necessary by it in deciding whether or not to enter into this Agreement and, as to Participant, purchase its Participation Interest or, as to Lender, retain its interest in the servicing of the Loans. e. Notwithstanding anything to the contrary contained in this Agreement, it is expressly agreed that Participant may not (i) sell, transfer, encumber, or assign some or all of its Participation Interest subject to the terms of this Agreement, or (ii) pledge, hypothecate, or transfer its Participation Interest to any third party, in each case of (i) or (ii) without the prior written consent of the Lender. A determination whether to grant such consent is at the Lender’s sole discretion. Upon Participant’s receipt of such consent from Lender, the Participant shall disclose to Lender the identity of the new purchaser of the Participation Interest (the “New Participant”) and the percentage sold, pledged, or transferred, and such New Participant shall be deemed a Participant under this Agreement. This provision has no effect upon the right and authority granted to Lender in its capacity as servicer under this Agreement to satisfy the whole of such loan, or to execute releases under appropriate circumstances, and, if required, the New Participant shall join therein. A New Participant shall sign a counterpart to this Agreement and shall be bound thereby. After each sale and transfer of a Participation Interest pursuant to this Agreement, the Participation Interest of the seller and any other Participation Interest will be ratably concurrent, and none will have any priority over the other. The New Participant shall succeed to all of the rights of the selling Participant for the portion purchased, and such resale shall be evidenced by a loan participation certificate or certificates that the selling Participant or its successor or assignee shall issue and which shall set forth the details concerning the sale of the Participation Interest. The selling Participant shall promptly provide to Lender a copy of the loan participation certificates and summaries representing such resold Participation Interests. Upon receipt of the copy of the loan participation certificate, Lender, as trustee, will be responsible for segregating and for causing notations to be made in the books and records to reflect the Participation Interests resulting from such resale and, thereafter, for segregating and causing monthly remittances and reports to be made to the respective owners of such Participation Interests in a manner consistent with the Participation Interests then outstanding and the provisions of this Agreement. f. The parties expressly understand and agree that the sale of the Participation Interest pursuant to this Agreement constitutes a sale of the Participation Interest and shall in no way be construed as an extension of credit by the Participant to the Lender. Lender shall not represent to any person that Lender owns any portion of the Participation Interest sold under this Agreement. Lender and Participant each shall reflect the transaction hereunder on their respective balance sheets and other financial statements as a purchase of assets by Participant and a sale of assets by Lender in accordance with generally accepted accounting principles. Lender and Participant intend that the assignment of the one hundred percent Participation Interest in the Loans pursuant to this Agreement is a true sale by Lender to Participant that is absolute and irrevocable and that provides Participant with the full benefits of ownership of the Loans.

Representations and Warranties; Certain Agreements. a. To induce Participant to enter into this Agreement, Lender hereby makes the following representations and warranties: (1) Lender is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America. (2) Lender has the power and authority to own its properties, to carry on its business in the manner in which it conducts such business and to execute, acknowledge and deliver this Agreement, the Loan Documents and any other documents contemplated herein to be executed, acknowledged or delivered by Lender in connection with the Loans and this Agreement. (3) Compliance by Lender with the terms and conditions of this Agreement does not conflict with, or result in a breach of or default under, any other agreement or instrument to which Lender is a party, or any federal or state law, regulation, ruling or interpretation to which Lender is subject. b. To induce Participant to enter into this Agreement, Lender makes, as of the Effective Date, the following representations and warranties as to each Loan (except as otherwise qualified below): (1) The Loan has been closed, advanced, booked, administered and serviced by Lender in accordance with the then-applicable Policies and Procedures. (2) Lender is the sole owner of the Loan, free and clear of claims, liens, charges and encumbrances of any type (subject to Participant’s Participation Interest therein and the rights of Lender as servicer). (3) Except as would not have a material adverse effect on the Participation Interest, each Loan Document executed is genuine, was duly authorized, executed and delivered and is the legal, valid and binding obligation of Lender, and to the best of Lender’s knowledge, the counterparty thereto, enforceable in accordance with its terms, except as such enforcement may be limited (A) by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, (B) by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law), or (C) to the extent that certain of the remedial provisions of the Loan Documents may be limited by applicable law, provided however, that such limitations do not make the remedies provided for in the Loan Documents inadequate for the practical realization of the benefits of the security intended to be afforded thereby. (4) Except as would not have a material adverse effect on the Participation Interest, all recordable instruments included in the Loan Documents have been duly recorded in all places necessary to perfect valid security interests or mortgage liens, as the case may be, and the Loan Documents create valid, existing, enforceable, and perfected first or second liens on the Collateral. (5) All costs, fees and expenses incurred in underwriting, closing and funding, except for any Unfunded Commitments, of any Loan and recording any instruments have been paid or are not assessable against Participant. (6) All applicable federal, state and local laws, regulations, rulings and interpretations applicable to the making and servicing of any Loan have been complied with. (7) As of the Effective Date, none of the Loans are in non-accrual status. (8) Except as would not have a material adverse effect on the Participation Interest, to Lender’s knowledge, none of the Loan Documents is subject to any valid set-off, abatement, diminution, counterclaim or defense, including, without limitation, a defense of usury, or any right of rescissionrecission, and no such set-off, abatement, diminution, counterclaim or defense, including a defense of usury, or right of rescissionrecission, has been asserted with respect thereto. (9) The information set forth on Exhibit A with respect to the Loans is true and correct in all material respects as of the Effective Date. (10) Except as would not have a material adverse effect on the Participation Interest, each Loan that is secured by real property is covered by an appropriate lender’s title insurance policy and each such title insurance policy is issued by a title insurer acceptable to Lender and qualified to do business in the jurisdiction where the Collateral is located, insuring Lender, in the Lender’s applicable lien position, in the original principal amount of such Loan. (11) Except as would not have a material adverse effect on the Participation Interest, there is no default, breach, violation or event which would permit acceleration existing under the Loans or the Loan Documents and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event which would permit acceleration, and Lender has not waived any default, breach, violation or event which would permit acceleration. (12) Lender has complied with the Policies and Procedures applicable to each Loan and Loan Documents at the time of its origination or as later modified by Lender. (13) Lender acknowledges that the servicing fee payable to Lender hereunder represents reasonable compensation for performing such services and that the entire servicing fee shall be treated by Lender as compensation for the servicing and administration of the Loans pursuant to this Agreement. c. To induce Lender to enter into this Agreement, Participant makes the following representations and warranties: (1) Participant has reviewed the Policies and Procedures and Loan Documents, and has conducted such other portfolio analysis and due diligence examination as it has deemed to be necessary and appropriate in connection with entering into this Agreement. (2) Participant represents that it is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. (3) Participant represents and warrants that it is authorized and has the power to enter into this Agreement and purchase the Participation Interest, and that all documents or instruments pertaining to the purchase by Participant of the Participation Interest are properly executed and binding on Participant. d. Except as otherwise expressly contemplated in this Agreement, each of Lender and Participant represents and warrants each other as follows: (i) as to Participant, it is purchasing its Participation Interest for its own account and not with a view to the resale or further distribution of same except as expressly permitted herein; (ii) as to Lender, it is retaining an interest in the servicing of the Loans as part of a commercial transaction and not with a view to the resale or further distribution of same; (iii) that this Agreement does not represent a joint venture of the Parties or an “investment” (as that term is commonly understood) by any Party in any other Party; and (iv) that it is authorized to engage in the business of entering into commercial transactions (including transactions of the nature contemplated herein), can bear the economic risk of its interest hereunder, and has had access to all information deemed necessary by it in deciding whether or not to enter into this Agreement and, as to Participant, purchase its Participation Interest or, as to Lender, retain its interest in the servicing of the Loans. e. Notwithstanding anything to the contrary contained in this Agreement, it is expressly agreed that Participant may not (i) sell, transfer, encumber, or assign some or all of its Participation Interest subject to the terms of this Agreement, or (ii) pledge, hypothecate, or transfer its Participation Interest to any third party, in each case of (i) or (ii) without the prior written consent of the Lender. A determination whether to grant such consent is at the Lender’s sole discretion. Upon Participant’s receipt of such consent from Lender, the Participant shall disclose to Lender the identity of the new purchaser of the Participation Interest (the “New Participant”) and the percentage sold, pledged, or transferred, and such New Participant shall be deemed a Participant under this Agreement. This provision has no effect upon the right and authority granted to Lender in its capacity as servicer under this Agreement to satisfy the whole of such loan, or to execute releases under appropriate circumstances, and, if required, the New Participant shall join therein. A New Participant shall sign a counterpart to this Agreement and shall be bound thereby. After each sale and transfer of a Participation Interest pursuant to this Agreement, the Participation Interest of the seller and any other Participation Interest will be ratably concurrent, and none will have any priority over the other. The New Participant shall succeed to all of the rights of the selling Participant for the portion purchased, and such resale shall be evidenced by a loan participation certificate or certificates that the selling Participant or its successor or assignee shall issue and which shall set forth the details concerning the sale of the Participation Interest. The selling Participant shall promptly provide to Lender a copy of the loan participation certificates and summaries representing such resold Participation Interests. Upon receipt of the copy of the loan participation certificate, Lender, as trustee, will be responsible for segregating and for causing notations to be made in the books and records to reflect the Participation Interests resulting from such resale and, thereafter, for segregating and causing monthly remittances and reports to be made to the respective owners of such Participation Interests in a manner consistent with the Participation Interests then outstanding and the provisions of this Agreement. f. The parties expressly understand and agree that the sale of the Participation Interest pursuant to this Agreement constitutes a sale of the Participation Interest and shall in no way be construed as an extension of credit by the Participant to the Lender. Lender shall not represent to any person that Lender owns any portion of the Participation Interest sold under this Agreement. Lender and Participant each shall reflect the transaction hereunder on their respective balance sheets and other financial statements as a purchase of assets by Participant and a sale of assets by Lender in accordance with generally accepted accounting principles. Lender and Participant intend that the assignment of the one hundred percent Participation Interest in the Loans pursuant to this Agreement is a true sale by Lender to Participant that is absolute and irrevocable and that provides Participant with the full benefits of ownership of the Loans.

Representations and Warranties; Certain Agreements. a. To induce Participant to enter into this Agreement, Lender hereby makes the following representations and warranties: (1) Lender is a national banking association duly organized, validly existing and in good standing under the laws of the United States of America. (2) Lender has the power and authority to own its properties, to carry on its business in the manner in which it conducts such business and to execute, acknowledge and deliver this Agreement, the Loan Documents and any other documents contemplated herein to be executed, acknowledged or delivered by Lender in connection with the Participation Portfolio Loans and this Agreement. (3) Compliance by Lender with the terms and conditions of this Agreement does not conflict with, or result in a breach of or default under, any other agreement or instrument to which Lender is a party, or any federal or state law, regulation, ruling or interpretation to which Lender is subject. b. To induce Participant to enter into this Agreement, Lender makes, as of the Effective DateDate or the date such Loan is included in the Participation Portfolio, the following representations and warranties as to each Loan that is now or hereafter included in the Participation Portfolio (except as otherwise qualified below): (1) The Loan has been closed, advanced, booked, administered advanced and serviced booked by Lender in accordance with the then-applicable Policies and Procedures, as made available to Participant from time to time. The Note has been duly executed by the customer, is a good and valid instrument legally enforceable in accordance with its terms, and either (1) the original or a copy thereof (as described in the definition of “Loan Documents”) is in Lender’s possession, or (2) upon request by Participant, Lender will prepare, execute, and deliver as instructed by Participant a Lost Note Affidavit in a form reasonably acceptable to Participant. The Mortgage has been duly executed and acknowledged by the customer, is a good and valid instrument legally enforceable in accordance with its terms, has been duly recorded in all places where it must be recorded to perfect a valid lien upon the Mortgaged Property, and creates a valid mortgage lien of the intended priority and position. (2) Lender is the sole owner of the Loan, free and clear of claims, liens, charges and encumbrances of any type Loan (subject to Participant’s Participation Interest therein and the rights of Lender as servicer), has full legal authority, has taken all required corporate action and obtained all consents required to sell, transfer and assign the Participation Interest in the Existing Participation Portfolio to Participant, and (subject to Participant’s Participation Interest therein and the rights of Lender as servicer), is free and clear of all claims and encumbrances of any type. (3) Except as would not have a material adverse effect on the Participation Interest, each Loan Document executed is genuine, was duly authorized, executed and delivered and is the legal, valid and binding obligation of Lender, and to the best of Lender’s knowledge, the counterparty thereto, enforceable in accordance with its terms, except as such enforcement may be limited (A) by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights generally, (B) by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law), or (C) to the extent that certain of the remedial provisions of the Loan Documents may be limited by applicable law, provided however, that such limitations do not make the remedies provided for in the Loan Documents inadequate for the practical realization of the benefits of the security intended to be afforded thereby. (4) Except as would not have a material adverse effect on the Participation Interest, all recordable instruments included in the Loan Documents have been duly recorded in all places necessary to perfect valid security interests or mortgage liens, as the case may be, and the Loan Documents create valid, existing, enforceable, and perfected first or second liens on the Collateral. (5) All costs, fees and expenses incurred in underwriting, closing and funding, except for any Unfunded Commitments, of any funding the Loan and recording any instruments the Mortgage have been paid or are not assessable against Participantpaid. (64) All applicable federal, federal and state and local laws, regulations, rulings and interpretations applicable to the making and servicing of any the Loan have been complied with, including without limitation the Real Estate Settlement Procedures Act, the Equal Credit Opportunity Act, the Flood Disaster Protection Act, the Truth-in-Lending Act of 1968, the Depository Institutions Deregulation and Monetary Control Act of 1980, and regulations issued pursuant thereto, and usury limitations; and any right of rescission in relation to the Loan under such laws, regulations, rulings and interpretations has expired. (5) If required by the Policies and Procedures, Lender has obtained an opinion of title on the Mortgage issued by a Lender-approved title company, or attorney certifying that the Mortgage is a valid first, second, or third lien (as the case may be) on the Mortgaged Property. (6) To the extent required by the Policies and Procedures, there is in force a hazard insurance policy including fire, flood insurance (where applicable) and extended coverage insurance that lists Lender as named insured, gives the insured prior written notice before cancellation and is in an amount not less than the lesser of (i) the maximum principal amount of the Loan and any loan which is secured by the Mortgaged Property that is superior to that Loan, and (ii) the maximum insurable value of the Mortgaged Property. (7) As At the time the Loan becomes a part of the Effective DateParticipation Portfolio, none Lender is not aware of any circumstances or conditions (not otherwise referenced in Section 2.d. or elsewhere in this Agreement) with respect to the Loan, the Mortgaged Property or the credit standing of the Loans are customer that in non-accrual statusLender’s judgment adversely affects the value or marketability of that Loan. (8) Except as would not have a material adverse effect on All documents or instruments pertaining to the sale by Lender to Participant of its Participation Interest in the Participation InterestPortfolio Loans are properly authorized, to executed and valid and binding on Lender’s knowledge, none of the Loan Documents is subject to any valid set-off, abatement, diminution, counterclaim or defense, including, without limitation, a defense of usury, or any right of rescission, and no such set-off, abatement, diminution, counterclaim or defense, including a defense of usury, or right of rescission, has been asserted with respect thereto. (9) The information set forth on Exhibit A with respect to the Loans is true and correct in all material respects as As of the Effective Date. (10) Except as would not have time the Loan becomes a material adverse effect on part of the Participation InterestPortfolio, each Loan that is secured by real property is covered by an appropriate lender’s title insurance policy and each such title insurance policy is issued by a title insurer acceptable to Lender and qualified to do business in the jurisdiction where the Collateral is located, insuring Lender, in the Lender’s applicable lien position, in the original principal amount of such Loan. (11) Except as would not have a material adverse effect on the Participation Interest, there is no default, breach, violation or event which would permit acceleration existing under the Loans or the Loan Documents and no event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event which would permit acceleration, and Lender has not waived any default, breach, violation or event which would permit acceleration. (12) Lender has complied with the Policies and Procedures applicable to each such Loan and Loan Documents at the time of its origination or as later modified by Lender. (1310) Lender acknowledges that No Loan in the servicing fee payable to Lender hereunder represents reasonable compensation for performing such services and that the entire servicing fee shall be treated by Lender Existing Participation Portfolio is on non-accrual or in foreclosure as compensation for the servicing and administration of the Loans pursuant to date of this Agreement. c. To induce Lender to enter into this Agreement, Participant makes the following representations and warranties: (1) Participant has reviewed the Policies and Procedures and Loan Documentsloan documentation, and has conducted such other portfolio analysis and due diligence examination as it has deemed to be necessary and appropriate in connection with entering into this Agreement. (2) Participant represents that it is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. (3) Participant represents and warrants that it is authorized and has the power to enter into this Agreement and purchase the Participation InterestInterest in the Existing Participation Portfolio and the Future Participation Portfolio, and that all documents or instruments pertaining to the purchase by Participant of the Participation Interest are properly executed and binding on Participant. d. Except as otherwise expressly contemplated in this Agreement, each of Lender and Participant represents and warrants each other as follows: (i) as to Participant, it is purchasing its Participation Interest for its own account and not with a view to the resale or further distribution of same except as expressly permitted herein; (ii) as to Lender, it is retaining an interest in the servicing of the Loans as part of a commercial transaction and not with a view to the resale or further distribution of same; (iii) that this Agreement does not represent a joint venture of the Parties or an “investment” (as that term is commonly understood) by any Party in any other Party; and (iv) that it is authorized to engage in the business of entering into commercial transactions (including transactions of the nature contemplated herein), can bear the economic risk of its interest hereunder, and has had access to all information deemed necessary by it in deciding whether or not to enter into this Agreement and, as to Participant, purchase its Participation Interest or, as to Lender, retain its interest in the servicing of the Loans. e. Notwithstanding anything to the contrary contained in this Agreement, it is expressly agreed that Participant may not (i) sell, transfer, encumber, or assign some or all of its Participation Interest in the Participation Portfolio subject to the terms of this Agreement, or (ii) pledge, hypothecate, or transfer its Participation Interest in the Participation Portfolio, to any third party, in each case of (i) or (ii) without the prior written consent of the Lender. A determination whether to grant such consent is at the Lender’s sole discretion. Upon Participant’s receipt of such consent from Lender, the Participant shall disclose to Lender the identity of the new purchaser of the Participation Interest (the “New Participant”) and the percentage sold, pledged, or transferred, and such New Participant shall be deemed a Participant under this Agreement. This provision has no effect upon the right and authority granted to Lender in its capacity as servicer under this Agreement to satisfy the whole of such loan, or to execute releases under appropriate circumstances, and, if required, the New Participant shall join therein. A New Participant shall sign a counterpart to this Agreement and shall be bound thereby. After each sale and transfer of a Participation Interest pursuant to this Agreement, the Participation Interest of the seller and any other Participation Interest in the Participation Portfolio will be ratably concurrent, and none will have any priority over the other. The New Participant shall succeed to all of the rights of the selling Participant for the portion purchased, and such resale shall be evidenced by a loan participation certificate or certificates that the selling Participant or its successor or assignee shall issue and which shall set forth the details concerning the sale of the Participation Interest. The selling Participant shall promptly provide to Lender a copy of the loan participation certificates and summaries representing such resold Participation Interests. Upon receipt of the copy of the loan participation certificate, Lender, as trustee, will be responsible for segregating and for causing notations to be made in the books and records to reflect the Participation Interests resulting from such resale and, thereafter, for segregating and causing monthly remittances and reports to be made to the respective owners of such Participation Interests in a manner consistent with the Participation Interests then outstanding and the provisions of this Agreement. f. The parties expressly understand and agree that the sale of the Participation Interest pursuant to this Agreement constitutes a sale of the Participation Interest in the Participation Portfolio and shall in no way be construed as an extension of credit by the Participant to the Lender. Lender shall not represent to any person that Lender owns any portion of the Participation Interest sold under this Agreement. Lender and Participant each shall reflect the transaction hereunder on their respective balance sheets and other financial statements as a purchase of assets by Participant and a sale of assets by Lender in accordance with generally accepted accounting principles. Lender and Participant intend that the assignment of the one hundred percent Participation Interest in the Loans pursuant to this Agreement is a true sale by Lender to Participant that is absolute and irrevocable and that provides Participant with the full benefits of ownership of the Loans.