Good Title; Conveyance. Immediately prior to the sale, transfer and assignment to the Purchaser, the Seller had good title to, and was the sole owner of, each Mortgage Loan, and the Seller is transferring such Mortgage Loan free and clear of any and all liens, pledges, charges, security interests, participation interests and/or of any other interests or encumbrances of any nature whatsoever (except for the Title Exceptions), and the Seller has full right, power and authority to sell, transfer and assign each Mortgage Loan free and clear of all such liens, claims, pledges, charges and interests or encumbrances. The Seller has validly and effectively conveyed to the Purchaser all legal and beneficial interest in and to such Mortgage Loan. The sale of the Mortgage Loans to the Purchaser does not require the Seller to obtain any governmental or regulatory approval or consent that has not been obtained. Each Mortgage Note is, or shall be as of the Closing Date, properly endorsed to the Trustee and each such endorsement is genuine.
Good Title; Conveyance. Immediately prior to the sale, transfer and assignment to the Purchaser, the Seller had good and marketable title to, and was the sole owner of, each Mortgage Loan, and the Seller is transferring such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan, other than the rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement or a pooling and servicing agreement. Upon consummation of the transactions contemplated by the Mortgage Loan Purchase Agreement, the Seller will have validly and effectively conveyed to the Purchaser all legal and beneficial interest in and to such Mortgage Loan free and clear of any pledge, lien or security interest, other than the rights of a holder of a Companion Loan pursuant to a Co-Lender Agreement or pooling and servicing agreement.
Good Title; Conveyance. Immediately prior to the sale, transfer and assignment to the Company, the Mortgage Loan Seller had good title to, and was the sole owner of, each Mortgage Loan, and the Mortgage Loan Seller is transferring such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan (other than the rights to servicing and related compensation as reflected in the Agreement to Appointment of Servicer). The Mortgage Loan Seller has validly and effectively conveyed to the Company all legal and beneficial interest in and to such Mortgage Loan.
Good Title; Conveyance. Immediately prior to the sale, transfer and assignment to the Purchaser, the Seller had good title to, and was the sole owner of, each Mortgage Loan, and the Seller is transferring such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan, other than the rights of the holder of a related Companion Interest pursuant to an Intercreditor Agreement or the Pooling and Servicing Agreement. Upon consummation of the transactions contemplated by this Agreement, the Seller will have validly and effectively conveyed to the Purchaser all legal and beneficial interest in and to such Mortgage Loan free and clear of any pledge, lien or security interest, other than the rights of a holder of a Companion Interest pursuant to an Intercreditor Agreement or the Pooling and Servicing Agreement.
Good Title; Conveyance. Immediately prior to the sale, transfer and assignment to the Purchaser, the Seller had good title to, and was the sole owner of, each Mortgage Loan, and the Seller is transferring such Mortgage Loan free and clear of any and all liens, pledges, charges, security interests, participation interests and/or of any other interests or encumbrances of any nature whatsoever and the Seller has full right, power and authority to sell, transfer and assign each Mortgage Loan free and clear of all such liens, claims, pledges, charges and interests or encumbrances. The Seller has validly and effectively conveyed to the Purchaser all legal and beneficial interest in and to such Mortgage Loan. The sale of the Mortgage Loans to the Purchaser does not require the Seller to obtain any governmental or regulatory approval or consent that has not been obtained. Each Mortgage Note is, or shall be as of the Closing Date, properly endorsed to the Trustee and each such endorsement is genuine.
Good Title; Conveyance. Immediately prior to the sale, transfer and assignment to the Buyer, the Seller had good title to, and was the sole owner of, each Purchased Loan, and the Seller is transferring such Purchased Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Purchased Loan (other than the rights of the holder of a related Junior Interest). Upon consummation of the transactions contemplated by this Agreement, the Seller will have validly and effectively conveyed to the Buyer all legal and beneficial interest in and to such Purchased Loan free and clear of any pledge, lien or security interest (other than the rights of a holder of a Junior Interest).
Good Title; Conveyance. 4) No Holdbacks; Improvements With respect to Highland Pavilion Complete or Escrows Established. (loan 90001274), at closing of the loan, the Borrower deposited with Lender a cash sum of $112,000 (the "Bodyplex Holdback Funds"). Borrower also deposited with Lender a cash sum of $99,000 (the "Master Lease Holdback Funds", and together with the Bodyplex Holdback Funds, the "Holdback Funds"). The Bodyplex Holdback Funds are to be released if the Bodyplex lease is renewed by 12/31/2008 and the property meets a minimum debt service coverage ratio as set forth in Section 16.5 of the related deed to secure debt. The Master Lease Holdback Funds are to be released if space which is currently associated with the Master Lease is leased to a tenant and the property meets a minimum debt service coverage ratio as set forth in Section 16.5 of the related deed to secure debt. The conditions to release the Bodyplex Holdback Funds must be met by 12/31/2012. If all the conditions to release the Holdback Funds are not satisfied by the earlier of 12/31/2012 or 30 days after Lender notifies Borrower that it intends to transfer the loan in connection with a securitization, Lender shall have the option to either (a) apply the Holdback Funds to a newly established reserve account as additional collateral for the loan to be held for the remaining term of the loan, or (b) apply the Holdback Funds to prepay the loan in an amount necessary to obtain the minimum debt service coverage ratio. If Lender elects to apply the Holdback Funds to prepay the loan, Borrower shall pay a prepayment premium calculated in accordance with Section 7 of the related promissory note (applicable to payments made after an Event of Default), and the loan shall be reamortized after such application. Any Holdback Funds not required for such prepayment (if any) shall first be applied to the prepayment premium and the remainder released to Borrower. -------------------------------------------------------------------------------- 5) Legal, Valid and Binding Obligations -------------------------------------------------------------------------------- 6) Assignment of Leases and Rents With respect to Doubletree Augusta (loan 90001146), the Borrower has leased the related Mortgaged Property to a hotel operating entity, which has an interest in the gross proceeds generated by hotel operations. However, Hilton Inns, Inc. has provided a Comfort Letter to Lender (and, in the event of a securitization, the trustee) subord...
Good Title; Conveyance. Loan No. 104 (Rockwood Ross Portfolio) In addition to the Mortgage Loan, the related Mortgaged Property secures a $100,000,000 pari passu A note. -------------------------------------------------------------------------------- Loan No. 102 (Metropolis Shopping Center) In addition to the Mortgage Loxx, the related Mortgaged Property secures a $9,000,000 subordinate B note. -------------------------------------------------------------------------------- Exceptions to Representation (6) Assignment of Leases and Rents. -------------------------------------------------------------------------------- Loan No. 104 (Rockwood Ross Portfolio) In addition to the Mortgage Loan, the related Mortgaged Property secures a $100,000,000 pari passu A note. -------------------------------------------------------------------------------- Loan No. 102 (Metropolis Shopping Center) In addition to the Mortgage Loxx, the related Mortgaged Property secures a $9,000,000 subordinate B note. --------------------------------------------------------------------------------
Good Title; Conveyance. Immediately prior to the pledge to Lender, Borrower had good title to, and was the sole owner of, each Mortgage Loan, and Borrower is pledging such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan (other than the rights of the holder of a related Junior Interest). Upon consummation of the transactions contemplated hereunder and the other Loan Documents, Borrower will have validly and effectively pledged to Lender all legal and beneficial interest in and to such Mortgage Loan free and clear of any pledge, lien or security interest (other than the rights of a holder of a Junior Interest).
Good Title; Conveyance. (iv) No Holdbacks; Improvements Complete or Escrows Established.
