Common use of MBS Clause in Contracts

MBS. Seller represents and warrants to Purchaser that with regard to --- each MBS sold hereunder that, as of the Closing Date: (a) Seller acquired each MBS in the ordinary course of business, in good faith, for value and without notice of any claim against or claim to any of the MBS on the part of any person. (b) Seller does not have any actual or constructive knowledge or notice of any interest in the MBS that upon sale to the Purchaser and transfer in accordance herewith will be contrary to the interest of the Purchaser. (c) All conditions precedent and any restrictions upon the transfer of any MBS provided for in the pooling and servicing agreement relating to any given MBS have been satisfied (other than conditions precedent to be satisfied by Purchaser) and the transfer of each MBS to the Purchaser will be complete upon the execution and delivery of this Agreement by the parties hereto (provided that the transfer of registered ownership will only be complete after the trustee for each respective MBS has issued a new certificate, representing the MBS being transferred, registered in the name of the Purchaser).

MBS. Seller represents and warrants to Purchaser that with regard to each --- each MBS sold hereunder that, as of the Closing Date: (a) Seller acquired each MBS in the ordinary course of business, in good faith, for value and without notice of any claim against or claim to any of the MBS on the part of any person. (b) Seller does not have any actual or constructive knowledge or notice of any interest in the MBS that upon sale to the Purchaser and transfer in accordance herewith will be contrary to the interest of the Purchaser. (c) All conditions precedent and any restrictions upon the transfer of any MBS provided for in the pooling and servicing agreement relating to any given MBS have been satisfied (other than conditions precedent to be satisfied by Purchaser) and the transfer of each MBS to the Purchaser will be complete upon the execution and delivery of this Agreement by the parties hereto and the execution and delivery of the ▇▇▇▇ of Sale and duly executed stock powers by Seller (provided that the transfer of registered ownership will only be complete after the trustee for each respective MBS has issued a new certificate, representing the MBS being transferred, registered in the name of the Purchaser).