Common use of Participation Certificates Clause in Contracts

Participation Certificates. The Borrowers represent and warrant to the Lender with respect to each Participation Certificate that the representations and warranties set forth on Schedule 1, Part III hereof are true and correct and that (a) such Participation Certificate is owned by the related 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 -106- 112 Custodian is not an Affiliate of either Borrower under the Governing Agreement for the related Participation Certificate.

Participation Certificates. The Borrowers represent Borrower represents and warrant warrants to the Lender with respect to each Participation Certificate that the representations and warranties set forth on Schedule 1, Part III IV hereof are true and correct and that (a) such Participation Certificate is owned by the related 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 -106- 112 Custodian is not an Affiliate of either the Borrower under the Governing Agreement for the related Participation Certificate.

Participation Certificates. The Borrowers represent and warrant to the Lender with respect to each Participation Certificate that the representations and warranties set forth on Schedule 1, Part III hereof are true and correct and that (a) such Participation Certificate is owned by the related 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 -106- 112 Custodian is not an Affiliate of either Borrower under the Governing Agreement for the related Participation Certificate.