Common use of Participation Certificates Clause in Contracts

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.