Common use of Sale and Ownership; Title Clause in Contracts

Sale and Ownership; Title. Each sale of a Participation Interest by HSBC TFS to BFC on such Closing Date constitutes either (i) a valid sale, transfer, assignment, set over and conveyance to BFC of all right, title and interest of HSBC TFS in and to such Participation Interest (and the Applicable Percentage in the underlying Pool RALs), free and clear of any Lien of any Person claiming through or under HSBC TFS or any of its Affiliates, or (ii) if it is ultimately determined by a court of competent jurisdiction that a sale from HSBC TFS to BFC did not occur, then a grant of a security interest (as defined in the UCC as in effect in the applicable state) by HSBC TFS to BFC in each Participation Interest purportedly conveyed pursuant to such sale. On each Closing Date, immediately prior to any such sale of (or grant of a security interest in) a Participation Interest, HSBC TFS will be the sole legal and beneficial owner of, and will have marketable title to, the Participation Interest in the underlying Pool RALs, free and clear of any Lien, claim or encumbrance (other than the interests of BFC contemplated by this Agreement). Neither HSBC TFS nor any Person claiming through or under HSBC TFS shall have any claim to or interest in such Participation Interest, except for the interest of HSBC TFS therein as a “debtor” (specifically, as seller of payment intangibles) for purposes of Article 9 of the UCC.

Sale and Ownership; Title. Each sale of a Participation Interest by HSBC TFS HTMAC to BFC on such Closing Date constitutes either (i) a valid sale, transfer, assignment, set over and conveyance to BFC of all right, title and interest of HSBC TFS HTMAC in and to such Participation Interest (and the Applicable Percentage in the underlying Pool RALs), free and clear of any Lien of any Person claiming through or under HSBC TFS HTMAC or any of its Affiliates, or (ii) if it is ultimately determined by a court of competent jurisdiction that a sale from HSBC TFS HTMAC to BFC did not occur, then a grant of a security interest (as defined in the UCC as in effect in the applicable state) by HSBC TFS HTMAC to BFC in each Participation Interest purportedly conveyed pursuant to such sale. On each Closing Date, immediately prior to any such sale of (or grant of a security interest in) a Participation Interest, HSBC TFS HTMAC will be the sole legal and beneficial owner of, and will have marketable title to, the Participation Interest in the underlying Pool RALs, free and clear of any Lien, claim or encumbrance (other than the interests of BFC contemplated by this Agreement). Neither HSBC TFS HTMAC nor any Person claiming through or under HSBC TFS HTMAC shall have any claim to or interest in such Participation Interest, except for the interest of HSBC TFS HTMAC therein as a “"debtor” " (specifically, as seller of payment intangibles) for purposes of Article 9 of the UCC.

Sale and Ownership; Title. Each sale conveyance of a Participation Interest by HSBC TFS NA and HSBC Trust to BFC on such Closing Date constitutes either (i) a valid sale, transfer, assignment, set over and conveyance to BFC of all right, title and interest of HSBC TFS NA and HSBC Trust in and to such Participation Interest (and the Applicable Percentage in the underlying Pool RALs)Interest, free and clear of any Lien of any Person claiming through or under HSBC TFS NA, HSBC Trust or any of its their Affiliates, or (ii) if it is ultimately determined by a court of competent jurisdiction that a sale of a Participation Interest from HSBC TFS NA or HSBC Trust to BFC did not occur, then such conveyance constitutes a grant of a security interest (as defined in the UCC as in effect in the applicable state) by HSBC TFS NA and HSBC Trust to BFC in each Participation Interest purportedly conveyed pursuant to such saleand this Participation Agreement constitutes a security agreement with respect thereto. On each Closing Date, immediately prior to any such sale of (or grant of a security interest in) a Participation Interest, HSBC TFS NA and HSBC Trust will be the sole legal and beneficial owner of, and will have marketable title to, the Participation Interest in the underlying Pool RALsInterest, free and clear of any Lien, claim or encumbrance Lien (other than the interests of BFC contemplated by this Participation Agreement). Neither HSBC TFS NA nor HSBC Trust nor any Person claiming through or under HSBC TFS NA or HSBC Trust or any of their Affiliates shall have any claim to or interest in such Participation Interest, except for the any interest of HSBC TFS NA or HSBC Trust therein as a “debtor” (specifically, as seller of payment intangibles) for purposes of Article 9 of the UCC.

Sale and Ownership; Title. Each sale conveyance of a Participation Interest by HSBC TFS to BFC on such Closing Date constitutes either (i) a valid sale, transfer, assignment, set over and conveyance to BFC of all right, title and interest of HSBC TFS in and to such Participation Interest (and the Applicable Percentage in the underlying Pool RALs)Interest, free and clear of any Lien of any Person claiming through or under HSBC TFS or any of its Affiliates, or (ii) if it is ultimately determined by a court of competent jurisdiction that a sale of a Participation Interest from HSBC TFS to BFC did not occur, then such conveyance constitutes a grant of a security interest (as defined in the UCC as in effect in the applicable state) by HSBC TFS to BFC in each Participation Interest purportedly conveyed pursuant to such saleand this Participation Agreement constitutes a security agreement with respect thereto. On each Closing Date, immediately prior to any such sale of (or grant of a security interest in) a Participation Interest, HSBC TFS will be the sole legal and beneficial owner of, and will have marketable title to, the Participation Interest in the underlying Pool RALsInterest, free and clear of any Lien, claim or encumbrance Lien (other than the interests of BFC contemplated by this Participation Agreement). Neither HSBC TFS nor any Person claiming through or under HSBC TFS or any of its Affiliates shall have any claim to or interest in such Participation Interest, except for the any interest of HSBC TFS therein as a “debtor” (specifically, as seller of payment intangibles) for purposes of Article 9 of the UCC.