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, 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 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 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 Non-Trust Mortgage Loan pursuant to the related Co-Lender Agreement or a related Outside 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 Non-Trust Mortgage Loan pursuant to the related Co-Lender Agreement or a related Outside Servicing Agreement.
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. (58470) Phoenix Plaza I & II The title insurance policy is subject to the following (58470) exceptions: (i) improvement lien of the City of Phoenix in the amount of $89,491; (ii) improvement lien of the City of Phoenix in the amount of $66,110; and (iii) any charge upon the Mortgaged Property by reason of its inclusion in the Phoenix Plaza Commercial Association, Inc. The improvement liens represent assessments for paving, curbs and gutters that are payable in installments over a period of years. Both improvement liens are scheduled to be repaid in full following a December 2005 payment. As of the closing of the Mortgage Loan, no assessments were delinquent and the remaining amounts outstanding under the improvement liens were $19,076.92 and $14,092.81, respectively. The title insurance policy also states that all fees and assessments due and payable to the Phoenix Plaza Commercial Association have been paid. REPRESENTATION 4 ---------------- No Holdbacks; Improvements Complete or Escrows Established.
Good Title; Conveyance. Loan No. 1 (Solana) In addition to the Mortgage Loan, the related Mortgaged Property secures a pari passu A-note.
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. --------------------------------------------------------------------------------
