Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
Appears in 187 contracts
Samples: Mortgage Loan Purchase Agreement (Bank5 2024-5yr8), Mortgage Loan Purchase Agreement (Bank5 2024-5yr8), Mortgage Loan Purchase Agreement (Bank5 2024-5yr8)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and Trust Fund constitutes a legal, valid and binding endorsement or assignment from to the Mortgage Loan Seller, or its Affiliate, as applicableTrust Fund. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (6) set forth on Exhibit C (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off Off Date, to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan)Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only) (subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection.
Appears in 152 contracts
Samples: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2017-P8), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2017-P8), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2017-P8)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below)encumbrances, and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title PolicyPolicy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid and enforceable lien on property described therein subject to the Permitted Encumbrances and Title Exceptions, except as such enforcement may be limited by Standard Qualifications, subject to the limitations described in paragraph 11 below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
Appears in 106 contracts
Samples: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2016-Nxs6), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2016-Nxs6), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2016-Nxs6)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the with respect to those Mortgage Loan ScheduleLoans described in paragraph (34) hereof, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (6) set forth in Schedule C to this Exhibit C (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off Date, to Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan)Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only) (subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code UCC financing statements is required in order to effect such perfection.
Appears in 103 contracts
Samples: Mortgage Loan Purchase Agreement (UBS Commercial Mortgage Trust 2019-C18), Mortgage Loan Purchase Agreement (UBS Commercial Mortgage Trust 2019-C18), Mortgage Loan Purchase Agreement (UBS Commercial Mortgage Trust 2019-C18)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the with respect to those Mortgage Loan ScheduleLoans described in paragraph (34) hereof, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (6) set forth in Schedule 2-A to this Exhibit 2 (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off Off Date, to Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan)Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only) (subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code UCC financing statements is required in order to effect such perfection.
Appears in 96 contracts
Samples: Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C27), Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C26), Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2015-C26)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below)encumbrances, and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title PolicyPolicy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid and enforceable lien on property described therein subject to the Permitted Encumbrances and Title Exceptions, except as such enforcement may be limited by Standard Qualifications, subject to the limitations described in paragraph 11 below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.. Exh. C-3
Appears in 84 contracts
Samples: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2016-Nxs6), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2016-C35), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2016-C35)
Lien; Valid Assignment. Subject to the Standard Insolvency Qualifications, each endorsement or and assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Insolvency Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title ExceptionsEncumbrances) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off DateDate to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below)encumbrances, and as of origination and, to the Mortgage Loan Seller’s knowledge, as knowledge and subject to the rights of the Cut-off Datetenants, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the applicable Title PolicyMortgage Loan establishes and creates a valid and enforceable lien on property described therein subject to Permitted Encumbrances, except as such enforcement may be limited by Insolvency Qualifications subject to the limitations described in clause (11) below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection. At the time of the assignment of the Mortgage Loans to the Depositor, the Seller had good and marketable title to and was the sole owner and holder of, each Mortgage Loan, free and clear of any pledge, lien, encumbrance or security interest (subject to certain agreements regarding servicing and/or defeasance successor borrower rights as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain Servicing Rights Purchase Agreement, dated as of the Closing Date between the Master Servicer and the Seller) and such assignment validly and effectively transfers and conveys all legal and beneficial ownership of the Mortgage Loans to the Depositor free and clear of any pledge, lien, encumbrance or security interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain Servicing Rights Purchase Agreement, dated as of the Closing Date between the Master Servicer and the Seller).
Appears in 81 contracts
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C31), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C30), Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C30)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 7 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
Appears in 81 contracts
Samples: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-5c27), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-5c27), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-5c27)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the with respect to those Mortgage Loan ScheduleLoans described in paragraph (34) hereof, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (6) set forth in Schedule 2-A to this Exhibit 2 (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off Date, to Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only) (subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code UCC financing statements is required in order to effect such perfection.
Appears in 80 contracts
Samples: Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2022-L8), Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2022-L8), Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2022-L8)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliateaffiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 7 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
Appears in 74 contracts
Samples: Mortgage Loan Purchase Agreement (BMO 2024-5c5 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2024-5c5 Mortgage Trust), Mortgage Loan Purchase Agreement (BMO 2024-5c5 Mortgage Trust)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
Appears in 72 contracts
Samples: Mortgage Loan Purchase Agreement (Bank 2021-Bnk36), Mortgage Loan Purchase Agreement (Bank 2021-Bnk36), Mortgage Loan Purchase Agreement (Bank 2021-Bnk36)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate subsidiary is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliatesubsidiary, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below)encumbrances, and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title PolicyPolicy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid and enforceable lien on property described therein subject to the Permitted Encumbrances and Title Exceptions, except as such enforcement may be limited by Standard Qualifications, subject to the limitations described in paragraph 11 below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
Appears in 63 contracts
Samples: Mortgage Loan Purchase Agreement (SG Commercial Mortgage Securities, LLC), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2014-C25), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2014-C25)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the with respect to those Mortgage Loan ScheduleLoans described in paragraph (34) hereof, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (6) set forth in Schedule 2-A to this Exhibit 2 (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off Date, to Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan)Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only) (subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code UCC financing statements is required in order to effect such perfection.
Appears in 58 contracts
Samples: Mortgage Loan Purchase Agreement, Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2016-Ubs11), Mortgage Loan Purchase Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2016-C32)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan)Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
Appears in 54 contracts
Samples: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2018-C43), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2018-C43), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2018-C43)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate subsidiary is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliatesubsidiary, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 (8) below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below)encumbrances, and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title PolicyPolicy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid and enforceable lien on property described therein subject to the Permitted Encumbrances and Title Exceptions, except as such enforcement may be limited by Standard Qualifications, subject to the limitations described in clause (11) below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
Appears in 48 contracts
Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C14), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C14), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C14)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Trust (or, with respect to an Outside Serviced Mortgage Loan SellerLoan, to the related Outside Trustee) and constitutes a legal, valid and binding endorsement or assignment from to the Trust (or, with respect to an Outside Serviced Mortgage Loan SellerLoan, or its Affiliate, as applicableto the related Outside Trustee). Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) leasehold interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (6) set forth on Exhibit C (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off Off Date, to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only)(subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code (“UCC”) financing statements is required in order to effect such perfection.
Appears in 46 contracts
Samples: Mortgage Loan Purchase Agreement (BMO 2024-5c5 Mortgage Trust), Pooling and Servicing Agreement (BMO 2024-C9 Mortgage Trust), Pooling and Servicing Agreement (BMO 2024-5c4 Mortgage Trust)
Lien; Valid Assignment. Subject The Mortgage related to and delivered in connection with each Mortgage Loan constitutes a valid and, subject to the Standard Qualificationsexceptions set forth in paragraph 13 below, each endorsement enforceable first priority lien upon the related Mortgaged Property, prior to all other liens and encumbrances, except for (a) the lien for current real estate taxes and assessments not yet due and payable, (b) covenants, conditions and restrictions, rights of way, easements and other matters that are of public record and/or are referred to in the related lender's title insurance policy, (c) exceptions and exclusions specifically referred to in such lender's title insurance policy, (d) other matters to which like properties are commonly subject, none of which matters referred to in clauses (b), (c) or assignment (d), individually or in the aggregate, materially interferes with the security intended to be provided by such Mortgage, the marketability or current use or operation of Mortgage and assignment the Mortgaged Property or the current ability of Assignment of Leases from the Mortgaged Property to generate operating income sufficient to service the Mortgage Loan Seller or its Affiliate debt and (e) if such Mortgage Loan is cross-collateralized with any other Mortgage Loan, the lien of the Mortgage for such other Mortgage Loan (the foregoing items (a) through (e) being herein referred to as the "Permitted Encumbrances"). The related assignment of such Mortgage executed and delivered in favor of the Trustee is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement assignment, sufficient to convey to the assignee named therein all of the assignor's right, title and interest in, to and under such Mortgage. Such Mortgage, together with any separate security agreements, chattel mortgages or assignment from equivalent instruments, establishes and creates a valid and, subject to the Mortgage Loan Sellerexceptions set forth in paragraph 13 below, or its Affiliate, as applicable. Each related Mortgage and Assignment enforceable security interest in favor of Leases is freely assignable without the consent holder thereof in all of the related Mortgagor. Each related Mortgage is a legal's personal property used in, valid and enforceable first lien on reasonably necessary to operate, the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard QualificationsProperty. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in In the case of a Mortgaged Property operated as a hotel or an assisted living facility, the Mortgagor's personal property includes all personal property that a prudent mortgage lender making a similar Mortgage Loan that would deem reasonably necessary to operate the related Mortgaged Property as it is part of currently being operated. A Uniform Commercial Code financing statement has been filed and/or recorded in all places necessary to perfect a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below), and as of origination andvalid security interest in such personal property, to the Mortgage Loan Seller’s knowledgeextent a security interest may be so created therein, as of the Cut-off Dateand such security interest is a first priority security interest, no rights exist which under law could give rise subject to any prior purchase money security interest in such lien or encumbrance that would be prior personal property and any personal property leases applicable to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policysuch personal property. Notwithstanding anything herein to the contraryforegoing, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is are required in order to effect such perfection.
Appears in 40 contracts
Samples: Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2007-Iq14), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2004 IQ8), Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2007-Iq15)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee Leases, Rents and any related recording information which is not yet available Profits to the Trust (or, with respect to a Non-Serviced Mortgage Loan SellerLoan, to the related Non-Serviced Trustee) and constitutes a legal, valid and binding endorsement or assignment from to the Trust (or, with respect to a Non-Serviced Mortgage Loan SellerLoan, or its Affiliate, as applicableto the related Non-Serviced Trustee). Each related Mortgage and Assignment of Leases Leases, Rents and Profits is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) leasehold interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (7) set forth in Exhibit C (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off Date, to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only) (subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code (“UCC”) financing statements is required in order to effect such perfection.
Appears in 35 contracts
Samples: Mortgage Loan Purchase Agreement (Benchmark 2023-B40 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2023-B40 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2022-B32 Mortgage Trust)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and Trust Fund constitutes a legal, valid and binding endorsement or assignment from to the Mortgage Loan Seller, or its Affiliate, as applicableTrust Fund. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 (6) below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off Off Date, to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan)Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only) (subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection.
Appears in 32 contracts
Samples: Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2014-Gc26), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2014-Gc26), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2014-Gc26)
Lien; Valid Assignment. Subject to the Standard Insolvency Qualifications, each endorsement or and assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Insolvency Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title ExceptionsEncumbrances) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off DateDate to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below)encumbrances, and as of origination and, to the Mortgage Loan Seller’s knowledge, as knowledge and subject to the rights of the Cut-off Datetenants, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the applicable Title PolicyMortgage Loan establishes and creates a valid and enforceable lien on property described therein subject to Permitted Encumbrances, except as such enforcement may be limited by Insolvency Qualifications subject to the limitations described in paragraph (11) below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection. At the time of the assignment of the Mortgage Loans to the Depositor, the Seller had good and marketable title to and was the sole owner and holder of, each Mortgage Loan, free and clear of any pledge, lien, encumbrance or security interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain Servicing Rights Purchase Agreement, dated as of the Closing Date between the Master Servicer and the Seller) and such assignment validly and effectively transfers and conveys all legal and beneficial ownership of the Mortgage Loans to the Depositor free and clear of any pledge, lien, encumbrance or security interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain Servicing Rights Purchase Agreement, dated as of the Closing Date between the Master Servicer and the Seller).
Appears in 26 contracts
Samples: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C16), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C16), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-C16)
Lien; Valid Assignment. Subject to the Standard Insolvency Qualifications, each endorsement or and assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Insolvency Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title ExceptionsEncumbrances) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off DateDate to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below)encumbrances, and as of origination and, to the Mortgage Loan Seller’s knowledge, as knowledge and subject to the rights of the Cut-off Datetenants, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the applicable Title PolicyMortgage Loan establishes and creates a valid and enforceable lien on property described therein subject to Permitted Encumbrances, except as such enforcement may be limited by Insolvency Qualifications subject to the limitations described in clause (11) below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection. At the time of the assignment of the Mortgage Loans to the Depositor, the Seller had good and marketable title to and was the sole owner and holder of, each Mortgage Loan, free and clear of any pledge, lien, encumbrance or security interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain Servicing Rights Purchase Agreement, dated as of the Closing Date between the Master Servicer and the Seller) and such assignment validly and effectively transfers and conveys all legal and beneficial ownership of the Mortgage Loans to the Depositor free and clear of any pledge, lien, encumbrance or security interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain Servicing Rights Purchase Agreement, dated as of the Closing Date between the Master Servicer and the Seller).
Appears in 26 contracts
Samples: Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-Lc11), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-Lc11), Mortgage Loan Purchase Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2013-Lc11)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Trust (or, with respect to an Outside Serviced Mortgage Loan SellerLoan, to the related Outside Trustee) and constitutes a legal, valid and binding endorsement or assignment from to the Trust (or, with respect to an Outside Serviced Mortgage Loan SellerLoan, or its Affiliate, as applicableto the related Outside Trustee). Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) leasehold interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (6) set forth on Exhibit C (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off Off Date, to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole LoanLoan Combination, in the case of a Mortgage Loan that is part of a Whole LoanLoan Combination), except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only)(subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code (“UCC”) financing statements is required in order to effect such perfection.
Appears in 25 contracts
Samples: Pooling and Servicing Agreement (Benchmark 2022-B35 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2022-B35 Mortgage Trust), Pooling and Servicing Agreement (BMO 2022-C1 Mortgage Trust)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliateaffiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 7 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
Appears in 24 contracts
Samples: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2022-C15), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2022-C15), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2022-C15)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate subsidiary is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliatesubsidiary, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 (8) below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below)encumbrances, and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title PolicyPolicy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid and enforceable lien on property described therein subject to the Permitted Encumbrances and Title Exceptions, except as such enforcement may be limited by Standard Qualifications, subject to the limitations described in clause (11) below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
Appears in 22 contracts
Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2012-C9), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2012-C9), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2012-C9)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below)encumbrances, and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title PolicyPolicy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid and enforceable lien on property described therein subject to the Permitted Encumbrances and Title Exceptions, except as such enforcement may be limited by Standard Qualifications, subject to the limitations described in paragraph 11 below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
Appears in 22 contracts
Samples: Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2015-Lc20), Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2015-Lc20), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc18)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or or, if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 7 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
Appears in 21 contracts
Samples: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-C26), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-C26), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2024-C26)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee Leases, Rents and any related recording information which is not yet available Profits to the Trust (or, with respect to a Non-Serviced Mortgage Loan SellerLoan, to the related Other Trustee) and constitutes a legal, valid and binding endorsement or assignment from to the Trust (or, with respect to a Non-Serviced Mortgage Loan SellerLoan, or its Affiliate, as applicableto the related Other Trustee). Each related Mortgage and Assignment of Leases Leases, Rents and Profits is freely assignable without the consent of the related MortgagorBorrower. Each related Mortgage is a legal, valid and enforceable first lien on the related MortgagorBorrower’s fee (or if identified on the Mortgage Loan Schedule, leasehold) leasehold interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (6) set forth on Schedule D-1 to this Exhibit D (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, and as of the Cut-off Date, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only) (subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code (“UCC”) financing statements is required in order to effect such perfection.
Appears in 21 contracts
Samples: Mortgage Loan Purchase Agreement (Benchmark 2024-V8 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2024-V8 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2024-V8 Mortgage Trust)
Lien; Valid Assignment. Subject to the Standard Insolvency Qualifications, each endorsement or and assignment of Mortgage and assignment of Assignment of Leases (if a separate instrument from the Mortgage Loan Mortgage) from the Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Insolvency Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title ExceptionsEncumbrances) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off DateDate to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below)encumbrances, and as of origination and, to the Mortgage Loan Seller’s knowledge, as knowledge and subject to the rights of the Cut-off Datetenants, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the applicable Title PolicyMortgage Loan establishes and creates a valid and enforceable lien on property described therein subject to Permitted Encumbrances, except as such enforcement may be limited by Insolvency Qualifications subject to the limitations described in clause (11) below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection. The assignment of the Mortgage Loans to the Depositor validly and effectively transfers and conveys all legal and beneficial ownership of the Mortgage Loans to the Depositor free and clear of any pledge, lien, encumbrance or security interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and any Servicing Rights Purchase Agreement, dated as of the Closing Date, between the Master Servicer and the Seller).
Appears in 20 contracts
Samples: Mortgage Loan Purchase Agreement (CSAIL 2017-Cx10 Commercial Mortgage Trust), Mortgage Loan Purchase Agreement (CSAIL 2017-Cx9 Commercial Mortgage Trust), Mortgage Loan Purchase Agreement (CSAIL 2017-C8 Commercial Mortgage Trust)
Lien; Valid Assignment. Subject to the Standard Insolvency Qualifications, each endorsement or and assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Insolvency Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title ExceptionsEncumbrances) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off DateDate to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below)encumbrances, and as of origination and, to the Mortgage Loan Seller’s knowledge, as knowledge and subject to the rights of the Cut-off Datetenants, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the applicable Title PolicyMortgage Loan establishes and creates a valid and enforceable lien on property described therein subject to Permitted Encumbrances, except as such enforcement may be limited by Insolvency Qualifications subject to the limitations described in clause (11) below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection. At the time of the assignment of the Mortgage Loans to the Depositor, the Seller had good and marketable title to and was the sole owner and holder of, each Mortgage Loan, free and clear of any pledge, lien, encumbrance or security interest (subject to certain agreements regarding servicing and/or defeasance successor borrower rights as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and any Servicing Rights Purchase Agreement, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller) and such assignment validly and effectively transfers and conveys all legal and beneficial ownership of the Mortgage Loans to the Depositor free and clear of any pledge, lien, encumbrance or security interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and any Servicing Rights Purchase Agreement, dated prior to or as of the Closing Date, among the Depositor, the Master Servicer and the Seller).
Appears in 20 contracts
Samples: Mortgage Loan Purchase Agreement (3650 REIT Commercial Mortgage Securities II LLC), Mortgage Loan Purchase Agreement (3650 REIT Commercial Mortgage Securities LLC), Mortgage Loan Purchase Agreement (3650 REIT Commercial Mortgage Securities LLC)
Lien; Valid Assignment. Subject to the Standard Insolvency Qualifications, each endorsement or and assignment of Mortgage and assignment of Assignment of Leases (if a separate instrument from the Mortgage Loan Mortgage) from the Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated cut-off date loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Insolvency Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title ExceptionsEncumbrances) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off DateDate to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below)encumbrances, and as of origination and, to the Mortgage Loan Seller’s knowledge, as knowledge and subject to the rights of the Cut-off Datetenants, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the applicable Title PolicyMortgage Loan establishes and creates a valid and enforceable lien on property described therein subject to Permitted Encumbrances, except as such enforcement may be limited by Insolvency Qualifications subject to the limitations described in representation and warranty (11) below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection. The assignment of the Mortgage Loans to the Depositor validly and effectively transfers and conveys all legal and beneficial ownership of the Mortgage Loans to the Depositor free and clear of any pledge, lien, encumbrance or security interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and any Servicing Rights Purchase Agreement, dated as of the Closing Date between the Master Servicer and the Seller).
Appears in 20 contracts
Samples: Mortgage Loan Purchase Agreement (3650R 2022-Pf2 Commercial Mortgage Trust), Mortgage Loan Purchase Agreement (CSAIL 2021-C20 Commercial Mortgage Trust), Mortgage Loan Purchase Agreement (CSAIL 2021-C20 Commercial Mortgage Trust)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee Leases, Rents and any related recording information which is not yet available Profits to the Trust (or, with respect to a Non-Serviced Mortgage Loan SellerLoan, to the related Non-Serviced Trustee) and constitutes a legal, valid and binding endorsement or assignment from to the Trust (or, with respect to a Non-Serviced Mortgage Loan SellerLoan, or its Affiliate, as applicableto the related Non-Serviced Trustee). Each related Mortgage and Assignment of Leases Leases, Rents and Profits is freely assignable without the consent of the related MortgagorBorrower. Each related Mortgage is a legal, valid and enforceable first lien on the related MortgagorBorrower’s fee (or if identified on the Mortgage Loan Schedule, leasehold) leasehold interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (7) set forth on Schedule D-1 to this Exhibit D (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, and as of the Cut-off Date, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only) (subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code (“UCC”) financing statements is required in order to effect such perfection.
Appears in 19 contracts
Samples: Mortgage Loan Purchase Agreement (DBJPM 2020-C9 Mortgage Trust), Mortgage Loan Purchase Agreement (DBJPM 2020-C9 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2020-B18 Mortgage Trust)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee Leases, Rents and any related recording information which is not yet available Profits to the Trust (or, with respect to a Non-Serviced Mortgage Loan SellerLoan, to the related Non-Serviced Trustee) and constitutes a legal, valid and binding endorsement or assignment from to the Trust (or, with respect to a Non-Serviced Mortgage Loan SellerLoan, or its Affiliate, as applicableto the related Non-Serviced Trustee). Each related Mortgage and Assignment of Leases Leases, Rents and Profits is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) leasehold interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (6) set forth on Exhibit C (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off Date, to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only)(subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code (“UCC”) financing statements is required in order to effect such perfection.
Appears in 18 contracts
Samples: Pooling and Servicing Agreement (Benchmark 2024-V6 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2024-V6 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2024-V6 Mortgage Trust)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Exh. C-2 Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
Appears in 18 contracts
Samples: Mortgage Loan Purchase Agreement (Bank 2024-Bnk47), Mortgage Loan Purchase Agreement (BANK5 Trust 2024-5yr6), Mortgage Loan Purchase Agreement (Bank5 2024-5yr5)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee Leases, Rents and any related recording information which is not yet available Profits to the Trust (or, with respect to a Non-Serviced Mortgage Loan SellerLoan, to the related Non-Serviced Trustee) and constitutes a legal, valid and binding endorsement or assignment from to the Trust (or, with respect to a Non-Serviced Mortgage Loan SellerLoan, or its Affiliate, as applicableto the related Non-Serviced Trustee). Each related Mortgage and Assignment of Leases Leases, Rents and Profits is freely assignable without the consent of the related MortgagorBorrower. Each related Mortgage is a legal, valid and enforceable first lien on the related MortgagorBorrower’s fee (or if identified on the Mortgage Loan Schedule, leasehold) leasehold interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (7) set forth on in Schedule D-1 to this Exhibit D (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, and as of the Cut-off Date, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only) (subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code (“UCC”) financing statements is required in order to effect such perfection.
Appears in 17 contracts
Samples: Mortgage Loan Purchase Agreement (DBGS 2018-C1 Mortgage Trust), Mortgage Loan Purchase Agreement (DBGS 2018-C1 Mortgage Trust), Mortgage Loan Purchase Agreement (CD 2018-Cd7 Mortgage Trust)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee Leases, Rents and any related recording information which is not yet available Profits to the Mortgage Loan Seller) and Trust constitutes a legal, valid and binding endorsement or assignment from to the Mortgage Loan Seller, or its Affiliate, as applicableTrust. Each related Mortgage and Assignment of Leases Leases, Rents and Profits is freely assignable without the consent of the related MortgagorBorrower. Each related Mortgage is a legal, valid and enforceable first lien on the related MortgagorBorrower’s fee (or if identified on the Mortgage Loan Schedule, leasehold) leasehold interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (6) set forth on Schedule D-1 to this Exhibit D (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, and as of the Cut-off Date, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan)Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only) (subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code (“UCC”) financing statements is required in order to effect such perfection.
Appears in 17 contracts
Samples: Mortgage Loan Purchase Agreement (CF 2019-Cf3 Mortgage Trust), Mortgage Loan Purchase Agreement (CF 2019-Cf3 Mortgage Trust), Mortgage Loan Purchase Agreement (CF 2019-Cf3 Mortgage Trust)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and Issuing Entity constitutes a legal, valid and binding endorsement or assignment from to the Mortgage Loan Seller, or its Affiliate, as applicableIssuing Entity. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 (6) below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off Date, to the Sponsor’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan)Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan SellerSponsor’s knowledge, knowledge and subject to the rights of tenants (as of tenants only) (subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein in this representation to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection.
Appears in 15 contracts
Samples: Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2015-Gc30), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2015-Gc30), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2015-Gc30)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate subsidiary is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliatesubsidiary, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 (8) below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below)encumbrances, and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title PolicyPolicy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid and enforceable lien on property described therein subject to the Permitted Encumbrances and Title Exceptions, except as such enforcement may be limited by Standard Qualifications, subject to the limitations described in clause (11) below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
Appears in 14 contracts
Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C14), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C15), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2013-C14)
Lien; Valid Assignment. Subject to the Standard Insolvency Qualifications, each endorsement or and assignment of Mortgage and assignment of Assignment of Leases (if a separate instrument from the Mortgage Loan Mortgage) from the Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated cut-off date loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Insolvency Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title ExceptionsEncumbrances) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off DateDate to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below)encumbrances, and as of origination and, to the Mortgage Loan Seller’s knowledge, as knowledge and subject to the rights of the Cut-off Datetenants, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the applicable Title PolicyMortgage Loan establishes and creates a valid and enforceable lien on property described therein subject to Permitted Encumbrances, except as such enforcement may be limited by Insolvency Qualifications subject to the limitations described in clause (11) below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection. The assignment of the Mortgage Loans to the Depositor validly and effectively transfers and conveys all legal and beneficial ownership of the Mortgage Loans to the Depositor free and clear of any pledge, lien, encumbrance or security interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and any Servicing Rights Purchase Agreement, dated as of the Closing Date between the Master Servicer and the Seller).
Appears in 14 contracts
Samples: Mortgage Loan Purchase Agreement (CSAIL 2018-C14 Commercial Mortgage Trust), Mortgage Loan Purchase Agreement (CSAIL 2018-Cx12 Commercial Mortgage Trust), Mortgage Loan Purchase Agreement (CSAIL 2018-Cx12 Commercial Mortgage Trust)
Lien; Valid Assignment. Subject to the Standard Insolvency Qualifications, each endorsement or and assignment of Mortgage and assignment of Assignment of Leases (if a separate instrument from the Mortgage Loan Mortgage) from the Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Insolvency Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title ExceptionsEncumbrances) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off DateDate to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below)encumbrances, and as of origination and, to the Mortgage Loan Seller’s knowledge, as knowledge and subject to the rights of the Cut-off Datetenants, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the applicable Title PolicyMortgage Loan establishes and creates a valid and enforceable lien on property described therein subject to Permitted Encumbrances, except as such enforcement may be limited by Insolvency Qualifications subject to the limitations described in clause (11) below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection. The assignment of the Mortgage Loans to the Depositor validly and effectively transfers and conveys all legal and beneficial ownership of the Mortgage Loans to the Depositor free and clear of any pledge, lien, encumbrance or security interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain Servicing Rights Purchase Agreement, dated as of the Closing Date between the Master Servicer and the Seller).
Appears in 13 contracts
Samples: Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp3), Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp3), Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp2)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliateaffiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 7 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
Appears in 13 contracts
Samples: Pooling and Servicing Agreement (BMO 2023-C4 Mortgage Trust), Pooling and Servicing Agreement (BMO 2023-C4 Mortgage Trust), Pooling and Servicing Agreement (BMO 2023-C4 Mortgage Trust)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related MortgagorBorrower. Each related Mortgage is a legal, valid and enforceable first lien on the related MortgagorBorrower’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (6) set forth in the related Mortgage Loan Purchase Agreement (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Closing Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below)encumbrances, and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Cut Off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title PolicyPolicy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid and enforceable lien on property described therein subject to the Permitted Encumbrances and Title Exceptions, except as such enforcement may be limited by Standard Qualifications, subject to the limitations described in clause (11) below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
Appears in 13 contracts
Samples: Mortgage Loan Purchase Agreement, Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2012-C7), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2012-C7)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of Exh. C-2 the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
Appears in 13 contracts
Samples: Mortgage Loan Purchase Agreement (Bank 2020-Bnk26), Mortgage Loan Purchase Agreement (Bank 2020-Bnk26), Mortgage Loan Purchase Agreement (Bank 2020-Bnk26)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment Assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Trust (or, with respect to a Non-Serviced Mortgage Loan SellerLoan, to the related Non-Serviced Trustee) and constitutes a legal, valid and binding endorsement or assignment from to the Trust (or, with respect to a Non-Serviced Mortgage Loan SellerLoan, or its Affiliate, as applicableto the related Non-Serviced Trustee). Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the related Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (6) set forth on Exhibit C (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off Date, to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan)Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only) (subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein in this representation to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection.
Appears in 12 contracts
Samples: Pooling and Servicing Agreement (Benchmark 2024-V6 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2023-V3 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2022-B37 Mortgage Trust)
Lien; Valid Assignment. Subject to the Standard Insolvency Qualifications, each endorsement or and assignment of Mortgage and assignment of Assignment of Leases (if a separate instrument from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available Mortgage) to the Trust (or, with respect to a Non-Serviced Mortgage Loan SellerLoan, to the related Non-Serviced Trustee) and constitutes a legal, valid and binding endorsement or assignment from to the Trust (or, with respect to a Non-Serviced Mortgage Loan SellerLoan, or its Affiliate, as applicableto the related Non-Serviced Trustee). Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related MortgagorBorrower. Each related Mortgage is a legal, valid and enforceable first lien on the related MortgagorBorrower’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Insolvency Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title ExceptionsEncumbrances) as of origination andwas, and as of the Cut-off Date to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below)encumbrances, and as of origination and, to the Mortgage Loan Seller’s knowledge, as knowledge and subject to the rights of the Cut-off Datetenants, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the applicable Title PolicyMortgage Loan establishes and creates a valid and enforceable lien on property described therein subject to Permitted Encumbrances, except as such enforcement may be limited by Insolvency Qualifications subject to the limitations described in clause (11) below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection. The assignment of the Mortgage Loans to the Depositor validly and effectively transfers and conveys all legal and beneficial ownership of the Mortgage Loans to the Depositor free and clear of any pledge, lien, encumbrance or security interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain agreement to appointment of Master Servicer, dated as of the Closing Date between the Master Servicer and the Mortgage Loan Seller).
Appears in 11 contracts
Samples: Mortgage Loan Purchase Agreement (DBJPM 2020-C9 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2020-B18 Mortgage Trust), Mortgage Loan Purchase Agreement
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment Assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and Trust constitutes a legal, valid and binding endorsement or assignment from to the Mortgage Loan Seller, or its Affiliate, as applicableTrust. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the related Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (6) set forth on Exhibit C (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off Date, to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan)Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only) (subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein in this representation to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection.
Appears in 11 contracts
Samples: Mortgage Loan Purchase Agreement (DBJPM 2020-C9 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2020-B18 Mortgage Trust), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2020-Gc47)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan)mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
Appears in 11 contracts
Samples: Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2016-Bnk2), Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2016-Bnk2), Mortgage Loan Purchase Agreement (Morgan Stanley Capital I Trust 2016-Bnk2)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee Leases, Rents and any related recording information which is not yet available Profits to the Trust (or, with respect to a Non-Serviced Mortgage Loan SellerLoan, to the related Other Trustee) and constitutes a legal, valid and binding endorsement or assignment from to the Trust (or, with respect to a Non-Serviced Mortgage Loan SellerLoan, or its Affiliate, as applicableto the related Other Trustee). Each related Mortgage and Assignment of Leases Leases, Rents and Profits is freely assignable without the consent of the related MortgagorBorrower. Each related Mortgage is a legal, valid and enforceable first lien on the related MortgagorBorrower’s fee (or if identified on the Mortgage Loan Schedule, leasehold) leasehold interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (6) set forth on Schedule D-1 to this Exhibit D (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, and as of the Cut-off Date, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only)(subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code (“UCC”) financing statements is required in order to effect such perfection.
Appears in 11 contracts
Samples: Mortgage Loan Purchase Agreement (COMM 2018-Cor3 Mortgage Trust), Mortgage Loan Purchase Agreement (CD 2017-Cd6 Mortgage Trust), Mortgage Loan Purchase Agreement (CD 2017-Cd6 Mortgage Trust)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of Exh. C-2 the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
Appears in 10 contracts
Samples: Mortgage Loan Purchase Agreement (Bank5 2024-5yr8), Mortgage Loan Purchase Agreement (Bank5 2023-5yr3), Mortgage Loan Purchase Agreement (Bank5 2023-5yr3)
Lien; Valid Assignment. Subject to the Standard Insolvency Qualifications, each endorsement or and assignment of Mortgage and assignment of Assignment of Leases (if a separate instrument from the Mortgage) to the Trust (or, with respect to any Mortgage Loan Seller or its Affiliate that is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available an Outside Serviced Mortgage Loan, to the Mortgage Loan Sellerrelated Outside Trustee) and constitutes a legal, valid and binding endorsement or assignment from to the Trust (or, with respect to any Mortgage Loan Sellerthat is an Outside Serviced Mortgage Loan, or its Affiliate, as applicableto the related Outside Trustee). Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Insolvency Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title ExceptionsEncumbrances) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off DateDate to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below)encumbrances, and as of origination and, to the Mortgage Loan Seller’s knowledge, as knowledge and subject to the rights of the Cut-off Datetenants, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the applicable Title PolicyMortgage Loan establishes and creates a valid and enforceable lien on property described therein subject to Permitted Encumbrances, except as such enforcement may be limited by Insolvency Qualifications subject to the limitations described in clause (11) below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection. The assignment of the Mortgage Loans to the Depositor validly and effectively transfers and conveys all legal and beneficial ownership of the Mortgage Loans to the Depositor free and clear of any pledge, lien, encumbrance or security interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain servicing rights purchase agreement, dated as of the Closing Date between the Master Servicer and the Seller).
Appears in 10 contracts
Samples: Pooling and Servicing Agreement (Benchmark 2023-B39 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2022-B35 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2021-B31 Mortgage Trust)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Trust (or, with respect to an Outside Serviced Mortgage Loan SellerLoan, to the related Outside Trustee) and constitutes a legal, valid and binding endorsement or assignment from to the Trust (or, with respect to an Outside Serviced Mortgage Loan SellerLoan, or its Affiliate, as applicableto the related Outside Trustee). Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the related Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (6) set forth on Exhibit C (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off Date, to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan)Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only) (subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein in this representation to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code (“UCC”) financing statements is required in order to effect such perfection.
Appears in 9 contracts
Samples: Pooling and Servicing Agreement (Benchmark 2023-B39 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2023-V2 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2021-B27 Mortgage Trust)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate subsidiary is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliatesubsidiary, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below)encumbrances, and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title PolicyPolicy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid and enforceable lien on property described therein subject to the Permitted Encumbrances and Title Exceptions, except as such enforcement may be limited by Standard Qualifications, subject to the limitations described in paragraph 11 below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
Appears in 9 contracts
Samples: Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2014-C25), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2014-C23), Mortgage Loan Purchase Agreement (WFRBS Commercial Mortgage Trust 2014-C21)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (6) set forth on Exhibit C (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off Off Date, to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan)Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only) (subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection.
Appears in 9 contracts
Samples: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2012-Gc8), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2012-Gc8), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2012-Gc8)
Lien; Valid Assignment. Subject to the Standard Insolvency Qualifications, each endorsement or and assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Insolvency Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title ExceptionsEncumbrances) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off DateDate to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below)encumbrances, and as of origination and, to the Mortgage Loan Seller’s knowledge, as knowledge and subject to the rights of the Cut-off Datetenants, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the applicable Title PolicyMortgage Loan establishes and creates a valid and enforceable lien on property described therein subject to Permitted Encumbrances, except as such enforcement may be limited by Insolvency Qualifications subject to the limitations described in clause (11) below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection.
Appears in 9 contracts
Samples: Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C33), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C33), Mortgage Loan Purchase Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C33)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliateaffiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or or, if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 7 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
Appears in 8 contracts
Samples: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2022-C18), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2022-C18), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2022-C18)
Lien; Valid Assignment. Subject to the Standard Insolvency Qualifications, each endorsement or and assignment of Mortgage and assignment of Assignment of Leases (if a separate instrument from the Mortgage Loan Mortgage) from the Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Insolvency Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title ExceptionsEncumbrances) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off DateDate to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below)encumbrances, and as of origination and, to the Mortgage Loan Seller’s knowledge, as knowledge and subject to the rights of the Cut-off Datetenants, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the applicable Title PolicyMortgage Loan establishes and creates a valid and enforceable lien on property described therein subject to Permitted Encumbrances, except as such enforcement may be limited by Insolvency Qualifications subject to the limitations described in clause (11) below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection. The assignment of the Mortgage Loans to the Depositor validly and effectively transfers and conveys all legal and beneficial ownership of the Mortgage Loans to the Depositor free and clear of any pledge, lien, encumbrance or security interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and any Servicing Rights Purchase Agreement, dated as of the Closing Date, among the Depositor, the Master Servicer and the Seller).
Appears in 8 contracts
Samples: Mortgage Loan Purchase Agreement (Credit Suisse Commercial Mortgage Securities Corp.), Mortgage Loan Purchase Agreement (Credit Suisse Commercial Mortgage Securities Corp.), Mortgage Loan Purchase Agreement (CSAIL 2016-C5 Commercial Mortgage Trust)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate subsidiary is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliatesubsidiary, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 (8) below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below)encumbrances, and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title PolicyPolicy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid and enforceable lien on property described therein subject to the Permitted Encumbrances and Title Exceptions, except as such enforcement may be limited by Standard Qualifications, subject to the limitations described in clause (11) below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
Appears in 8 contracts
Samples: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2012-Lc5), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2012-Lc5), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2012-Lc5)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available leases to the issuing entity (or, with respect to an Outside Serviced Mortgage Loan SellerLoan, to the related Outside Trustee) and constitutes a legal, valid and binding endorsement or assignment from to the Trust (or, with respect to an Outside Serviced Mortgage Loan SellerLoan, or its Affiliate, as applicableto the related Outside Trustee). Each related Mortgage and Assignment assignment of Leases leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the related Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (6) set forth on Exhibit C (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off Date, to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan)Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only) (subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein in this representation to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code (“UCC”) financing statements is required in order to effect such perfection.
Appears in 8 contracts
Samples: Mortgage Loan Purchase Agreement (BMO 2024-5c5 Mortgage Trust), Pooling and Servicing Agreement (BMO 2024-C9 Mortgage Trust), Pooling and Servicing Agreement (BMO 2024-C9 Mortgage Trust)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee Leases, Rents and any related recording information which is not yet available Profits to the Mortgage Loan Seller) and Trust constitutes a legal, valid and binding endorsement or assignment from to the Mortgage Loan Seller, or its Affiliate, as applicableTrust. Each related Mortgage and Assignment of Leases Leases, Rents and Profits is freely assignable without the consent of the related MortgagorBorrower. Each related Mortgage is a legal, valid and enforceable first lien on the related MortgagorBorrower’s fee (or if identified on the Mortgage Loan Schedule, leasehold) leasehold interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (6) set forth on in Schedule D-1 to this Exhibit D (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, and as of the Cut-off Date, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan)Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only) (subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code (“UCC”) financing statements is required in order to effect such perfection.
Appears in 8 contracts
Samples: Mortgage Loan Purchase Agreement (Deutsche Mortgage & Asset Receiving Corp), Mortgage Loan Purchase Agreement (Deutsche Mortgage & Asset Receiving Corp), Mortgage Loan Purchase Agreement (Deutsche Mortgage & Asset Receiving Corp)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below)encumbrances, and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
Appears in 7 contracts
Samples: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2016-C36), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2016-C36), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2016-C36)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and Trust constitutes a legal, valid and binding endorsement or assignment from to the Mortgage Loan Seller, or its Affiliate, as applicableTrust. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) leasehold interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (6) set forth on Exhibit C (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off Off Date, to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan)Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only)(subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code (“UCC”) financing statements is required in order to effect such perfection.
Appears in 7 contracts
Samples: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2017-C4), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2017-C4), Mortgage Loan Purchase Agreement (CD 2017-Cd3 Mortgage Trust)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (6) set forth on Exhibit C (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off Off Date, to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, Loan Combination in the case of a Mortgage Loan that is part of a Whole LoanLoan Combination), except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only) (subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection.
Appears in 7 contracts
Samples: Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2019-C7), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2019-C7), Mortgage Loan Purchase Agreement (Citigroup Commercial Mortgage Trust 2019-C7)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Exh. C-2 Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
Appears in 7 contracts
Samples: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2020-C55), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2020-C55), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2020-C55)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment Assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Trust (or, with respect to a Non-Serviced Mortgage Loan SellerLoan, to the related Other Trustee) and constitutes a legal, valid and binding endorsement or assignment from to the Trust (or, with respect to a Non-Serviced Mortgage Loan SellerLoan, or its Affiliate, as applicableto the related Other Trustee). Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related MortgagorBorrower. Each related Mortgage is a legal, valid and enforceable first lien on the related MortgagorBorrower’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the related Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (6) set forth on Schedule D-1 to this Exhibit D (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, and as of the Cut-off Date, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan)Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only) (subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein in this representation to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection.
Appears in 7 contracts
Samples: Mortgage Loan Purchase Agreement (Benchmark 2024-V8 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2024-V5 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2023-B38 Mortgage Trust)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Closing Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Closing Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
Appears in 7 contracts
Samples: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Securities Inc), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2020-C56), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Securities Inc)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and Issuing Entity constitutes a legal, valid and binding endorsement or assignment from to the Mortgage Loan Seller, or its Affiliate, as applicableIssuing Entity. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (6) set forth on Exhibit C (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off Date, to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan)Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only) (subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein in this representation to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection.
Appears in 6 contracts
Samples: Mortgage Loan Purchase Agreement (Benchmark 2021-B28 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2021-B24 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2020-B20 Mortgage Trust)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee Leases, Rents and any related recording information which is not yet available Profits to the Trust (or, with respect to a Non-Serviced Mortgage Loan SellerLoan, to the related Non-Serviced Trustee) and constitutes a legal, valid and binding endorsement or assignment from to the Trust (or, with respect to a Non-Serviced Mortgage Loan SellerLoan, or its Affiliate, as applicableto the related Non-Serviced Trustee). Each related Mortgage and Assignment of Leases Leases, Rents and Profits is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) leasehold interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (7) set forth in Exhibit C (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and Title Exceptions) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off DateDate to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), ) and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only) (subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein in this Agreement to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code (“UCC”) financing statements is required in order to effect such perfection.
Appears in 6 contracts
Samples: Mortgage Loan Purchase Agreement (3650R 2022-Pf2 Commercial Mortgage Trust), Mortgage Loan Purchase Agreement (3650R 2022-Pf2 Commercial Mortgage Trust), Mortgage Loan Purchase Agreement (3650R 2022-Pf2 Commercial Mortgage Trust)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee Leases, Rents and any related recording information which is not yet available Profits to the Trust (or, with respect to a Non-Serviced Mortgage Loan SellerLoan, to the related Non-Serviced Trustee) and constitutes a legal, valid and binding endorsement or assignment from to the Trust (or, with respect to a Non-Serviced Mortgage Loan SellerLoan, or its Affiliate, as applicableto the related Non-Serviced Trustee). Each related Mortgage and Assignment of Leases Leases, Rents and Profits is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) leasehold interest in the related Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (7) set forth in Exhibit C (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off Date, to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only) (subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code (“UCC”) financing statements is required in order to effect such perfection.
Appears in 6 contracts
Samples: Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2020-Gc47), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2020-Gc45), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2020-Gc45)
Lien; Valid Assignment. Subject to the Standard Insolvency Qualifications, each endorsement or and assignment of Mortgage and assignment of Assignment of Leases (if a separate instrument from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available Mortgage) to the Trust (or, with respect to any Non-Serviced Mortgage Loan SellerLoan, to the related Non-Serviced Trustee) and constitutes a legal, valid and binding endorsement or assignment from to the Trust (or, with respect to any Non-Serviced Mortgage Loan SellerLoan, or its Affiliate, as applicableto the related Non-Serviced Trustee). Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Insolvency Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title ExceptionsEncumbrances) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off DateDate to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below)encumbrances, and as of origination and, to the Mortgage Loan Seller’s knowledge, as knowledge and subject to the rights of the Cut-off Datetenants, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the applicable Title PolicyMortgage Loan establishes and creates a valid and enforceable lien on property described therein subject to Permitted Encumbrances, except as such enforcement may be limited by Insolvency Qualifications subject to the limitations described in clause (11) below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection. The assignment of the Mortgage Loans to the Depositor validly and effectively transfers and conveys all legal and beneficial ownership of the Mortgage Loans to the Depositor free and clear of any pledge, lien, encumbrance or security interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain Servicing Rights Purchase Agreement, dated as of the Closing Date, between the Master Servicer and the Seller).
Appears in 6 contracts
Samples: Mortgage Loan Purchase Agreement (Benchmark 2023-B40 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2022-B32 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2021-B28 Mortgage Trust)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment Assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee Leases, Rents and any related recording information which is not yet available Profits to the Mortgage Loan Seller) and Issuer constitutes a legal, valid and binding endorsement or assignment from to the Mortgage Loan Seller, or its Affiliate, as applicableIssuer. Each related Mortgage and Assignment of Leases Leases, Rents and Profits is freely assignable without the consent of the related MortgagorBorrower. Each related Mortgage is a legal, valid and enforceable first lien on the related MortgagorBorrower’s fee (or if identified on the Mortgage Loan Schedule, leasehold) leasehold interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (6) set forth in Schedule 1(a) to this Exhibit B (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off Date, to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan)Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only) (subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code (“UCC”) financing statements is required in order to effect such perfection.
Appears in 6 contracts
Samples: Collateral Interest Purchase Agreement (TPG RE Finance Trust, Inc.), Collateral Interest Purchase Agreement (TPG RE Finance Trust, Inc.), Collateral Interest Purchase Agreement (TPG RE Finance Trust, Inc.)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 (8) below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below)encumbrances, and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title PolicyPolicy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid and enforceable lien on property described therein subject to the Permitted Encumbrances and Title Exceptions, except as such enforcement may be limited by Standard Qualifications, subject to the limitations described in clause (11) below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
Appears in 6 contracts
Samples: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2013-Lc12), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2013-Lc12), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2013-Lc12)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the with respect to those Mortgage Loan ScheduleLoans described in paragraph (34) hereof, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (6) set forth in Schedule C to this Exhibit C (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off Date, to Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan)Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the Exh. C-2 rights of tenants (as of tenants only) (subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code UCC financing statements is required in order to effect such perfection.
Appears in 6 contracts
Samples: Mortgage Loan Purchase Agreement (UBS Commercial Mortgage Trust 2018-C12), Mortgage Loan Purchase Agreement (UBS Commercial Mortgage Trust 2018-C10), Mortgage Loan Purchase Agreement (UBS Commercial Mortgage Trust 2017-C3)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Trust (or, with respect to an Outside Serviced Mortgage Loan SellerLoan, to the related Outside Trustee) and constitutes a legal, valid and binding endorsement or assignment from to the Trust (or, with respect to an Outside Serviced Mortgage Loan SellerLoan, or its Affiliate, as applicableto the related Outside Trustee). Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) leasehold interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (7) set forth on Exhibit C (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off Off Date, to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole LoanLoan Combination, in the case of a Mortgage Loan that is part of a Whole LoanLoan Combination), except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only)(subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code (“UCC”) financing statements is required in order to effect such perfection.
Appears in 5 contracts
Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2020-Gc46), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2020-Gc46), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2019-Gc43)
Lien; Valid Assignment. Subject to the Standard Insolvency Qualifications, each endorsement or and assignment of Mortgage and assignment of Assignment of Leases (if a separate instrument from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available Mortgage) to the Trust (or, with respect to any Non-Serviced Mortgage Loan SellerLoan, to the related Non-Serviced Trustee) and constitutes a legal, valid and binding endorsement or assignment from to the Trust (or, with respect to any Non-Serviced Mortgage Loan SellerLoan, or its Affiliate, as applicableto the related Non-Serviced Trustee). Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Insolvency Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title ExceptionsEncumbrances) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off DateDate to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below)encumbrances, and as of origination and, to the Mortgage Loan Seller’s knowledge, as knowledge and subject to the rights of the Cut-off Datetenants, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the applicable Title PolicyMortgage Loan establishes and creates a valid and enforceable lien on property described therein subject to Permitted Encumbrances, except as such enforcement may be limited by Insolvency Qualifications subject to the limitations described in clause (11) below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection. The assignment of the Mortgage Loans to the Depositor validly and effectively transfers and conveys all legal and beneficial ownership of the Mortgage Loans to the Depositor free and clear of any pledge, lien, encumbrance or security interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain servicing rights appointment agreement, dated as of the Closing Date, between the Master Servicer and the Seller).
Appears in 5 contracts
Samples: Mortgage Loan Purchase Agreement (Benchmark 2020-B17 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2020-Ig1 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2019-B14 Mortgage Trust)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and Trust constitutes a legal, valid and binding endorsement or assignment from to the Mortgage Loan Seller, or its Affiliate, as applicableTrust. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (6) set forth on Schedule C (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off Date, to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan)Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only) (subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which that under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection.
Appears in 5 contracts
Samples: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2015-P2), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2015-P2), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2015-P2)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment Assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and Issuing Entity constitutes a legal, valid and binding endorsement or assignment from to the Mortgage Loan Seller, or its Affiliate, as applicableIssuing Entity. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (6) set forth on Exhibit C (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off Date, to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan)Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only) (subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein in this representation to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection.
Appears in 5 contracts
Samples: Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2019-Gc39), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2019-Gc38), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2018-Gs10)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliateaffiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
Appears in 5 contracts
Samples: Pooling and Servicing Agreement (Bank 2019-Bnk19), Pooling and Servicing Agreement (Bank 2019-Bnk19), Pooling and Servicing Agreement (Bank 2019-Bnk19)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount Exh. C-2 of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan)mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
Appears in 5 contracts
Samples: Mortgage Loan Purchase Agreement, Mortgage Loan Purchase Agreement (Bank of America Merrill Lynch Commercial Mortgage Trust 2017-Bnk3), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2016-Bnk1)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Exh. C-2 Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
Appears in 5 contracts
Samples: Mortgage Loan Purchase Agreement (Bank 2018-Bnk14), Mortgage Loan Purchase Agreement (Bank 2017-Bnk5), Pooling and Servicing Agreement (Bank 2017-Bnk6)
Lien; Valid Assignment. Subject to the Standard Insolvency Qualifications, each endorsement or and assignment of Mortgage and assignment of Assignment of Leases (if a separate instrument from the Mortgage) to the Trust (or, with respect to any Mortgage Loan Seller or its Affiliate that is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available a Non-Serviced Mortgage Loan, to the Mortgage Loan Sellerrelated Other Trustee) and constitutes a legal, valid and binding endorsement or assignment from to the Trust (or, with respect to any Mortgage Loan Sellerthat is a Non-Serviced Mortgage Loan, or its Affiliate, as applicableto the related Other Trustee). Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related MortgagorBorrower. Each related Mortgage is a legal, valid and enforceable first lien on the related MortgagorBorrower’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Insolvency Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title ExceptionsEncumbrances) as of origination andwas, and as of the Cut-off Date to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below)encumbrances, and as of origination and, to the Mortgage Loan Seller’s knowledge, as knowledge and subject to the rights of the Cut-off Datetenants, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the applicable Title PolicyMortgage Loan establishes and creates a valid and enforceable lien on property described therein subject to Permitted Encumbrances, except as such enforcement may be limited by Insolvency Qualifications subject to the limitations described in clause (11) below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection. The assignment of the Mortgage Loans to the Depositor validly and effectively transfers and conveys all legal and beneficial ownership of the Mortgage Loans to the Depositor free and clear of any pledge, lien, encumbrance or security interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain servicing rights purchase agreement, dated as of the Closing Date between the Master Servicer and the Mortgage Loan Seller).
Appears in 4 contracts
Samples: Mortgage Loan Purchase Agreement (Benchmark 2023-B38 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2022-B34 Mortgage Trust), Mortgage Loan Purchase Agreement (Benchmark 2021-B26 Mortgage Trust)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee Leases, Rents and any related recording information which is not yet available Profits to the Mortgage Loan Seller) and Trust constitutes a legal, valid and binding endorsement or assignment from to the Mortgage Loan Seller, or its Affiliate, as applicableTrust. Each related Mortgage and Assignment of Leases Leases, Rents and Profits is freely assignable without the consent of the related MortgagorBorrower. Each related Mortgage is a legal, valid and enforceable first lien on the related MortgagorBorrower’s fee (or if identified on the Mortgage Loan Schedule, leasehold) leasehold interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount Allocated Loan Amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (6) set forth on Schedule C-1 to this Exhibit C (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, and as of the Cut-off Date, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan)Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only) (subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code (“UCC”) financing statements is required in order to effect such perfection.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (SG Commercial Mortgage Securities Trust 2016-C5), Pooling and Servicing Agreement (SG Commercial Mortgage Securities Trust 2016-C5), Pooling and Servicing Agreement (SG Commercial Mortgage Securities Trust 2016-C5)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Trust (or, with respect to an Outside Serviced Mortgage Loan SellerLoan, to the related Outside Trustee) and constitutes a legal, valid and binding endorsement or assignment from to the Trust (or, with respect to an Outside Serviced Mortgage Loan SellerLoan, or its Affiliate, as applicableto the related Outside Trustee). Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (6) set forth on Exhibit C (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off Off Date, to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole LoanLoan Combination, in the case of a Mortgage Loan that is part of a Whole LoanLoan Combination), except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only) (subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code (“UCC”) financing statements is required in order to effect such perfection.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2018-C5), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2018-C5), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2018-C5)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Trust (or, with respect to an Outside Serviced Mortgage Loan SellerLoan, to the related Outside Trustee) and constitutes a legal, valid and binding endorsement or assignment from to the Trust (or, with respect to an Outside Serviced Mortgage Loan SellerLoan, or its Affiliate, as applicableto the related Outside Trustee). Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) leasehold interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (6) set forth on Exhibit C (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off Date, to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only)(subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code (“UCC”) financing statements is required in order to effect such perfection.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Benchmark 2024-V7 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2024-V7 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2024-V7 Mortgage Trust)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee Leases, Rents and any related recording information which is not yet available Profits to the Mortgage Loan Seller) and Trust constitutes a legal, valid and binding endorsement or assignment from to the Mortgage Loan Seller, or its Affiliate, as applicableTrust. Each related Mortgage and Assignment of Leases Leases, Rents and Profits is freely assignable without the consent of the related MortgagorBorrower. Each related Mortgage is a legal, valid and enforceable first lien on the related MortgagorBorrower’s fee (or if identified on the Mortgage Loan Schedule, leasehold) leasehold interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (6) set forth in Schedule D-1 to this Exhibit D (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, and as of the Cut-off Date, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan)Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only)(subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code (“UCC”) financing statements is required in order to effect such perfection.
Appears in 4 contracts
Samples: Mortgage Loan Purchase Agreement (COMM 2016-Cor1 Mortgage Trust), Mortgage Loan Purchase Agreement (COMM 2016-Cor1 Mortgage Trust), Mortgage Loan Purchase Agreement (CD 2016-Cd1 Mortgage Trust)
Lien; Valid Assignment. Subject to the Standard Insolvency Qualifications, each endorsement or and assignment of Mortgage and assignment of Assignment of Leases (if a separate instrument from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available Mortgage) to the Trust (or, with respect to any Non-Serviced Mortgage Loan SellerLoan, to the related Non-Serviced Trustee) and constitutes a legal, valid and binding endorsement or assignment from to the Trust (or, with respect to any Non-Serviced Mortgage Loan SellerLoan, or its Affiliate, as applicableto the related Non-Serviced Trustee). Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Insolvency Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title ExceptionsEncumbrances) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off DateDate to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below)encumbrances, and as of origination and, to the Mortgage Loan Seller’s knowledge, as knowledge and subject to the rights of the Cut-off Datetenants, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the applicable Title PolicyMortgage Loan establishes and creates a valid and enforceable lien on property described therein subject to Permitted Encumbrances, except as such enforcement may be limited by Insolvency Qualifications subject to the limitations described in clause (11) below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection. The assignment of the Mortgage Loans to the Depositor validly and effectively transfers and conveys all legal and beneficial ownership of the Mortgage Loans to the Depositor free and clear of any pledge, lien, encumbrance or security interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain Servicing Rights Appointment Agreement, dated as of the Closing Date, between the Master Servicer and the Seller).
Appears in 3 contracts
Samples: Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2020-Cor7), Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2019-Cor6), Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2019-Cor5)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion Each of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of Underlying Borrower subject to customary restrictions regarding qualified transferees as set forth in the related MortgagorUnderlying Loan Documents, so long as no Event of Default (as defined in the Underlying Loan Agreement) has occurred and is continuing. Each related The Mortgage is a legal, valid and enforceable first lien on the related MortgagorUnderlying Borrower’s fee (or if identified on the Mortgage Loan ScheduleSchedule I, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage the Underlying Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such The Mortgaged Property (subject to and excepting Permitted Encumbrances and Title ExceptionsEncumbrances) as of origination andwas, and as of the Closing Date, to the Mortgage Loan Seller’s knowledge, as Knowledge of the Cut-off DateBorrower, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan)Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, as Knowledge of the Cut-off DateBorrower (subject to and excepting Permitted Encumbrances), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection.
Appears in 3 contracts
Samples: Loan and Security Agreement (TPG RE Finance Trust, Inc.), Loan and Security Agreement (TPG RE Finance Trust, Inc.), Loan and Security Agreement (TPG RE Finance Trust, Inc.)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Exh. C-2 Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
Appears in 3 contracts
Samples: Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2021-C59), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2020-C58), Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2020-C58)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliateaffiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 7 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole LoanLoan Combination, in the case of a Mortgage Loan that is part of a Whole LoanLoan Combination), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (BMO 2022-C1 Mortgage Trust), Pooling and Servicing Agreement (BMO 2022-C1 Mortgage Trust), Pooling and Servicing Agreement (BMO 2022-C1 Mortgage Trust)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliateaffiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
Appears in 3 contracts
Samples: Mortgage Loan Purchase Agreement (Bank 2017-Bnk9), Mortgage Loan Purchase Agreement (Bank 2017-Bnk9), Mortgage Loan Purchase Agreement (Bank 2017-Bnk9)
Lien; Valid Assignment. Subject to the Standard Insolvency Qualifications, each endorsement or and assignment of Mortgage and assignment of Assignment of Leases (if a separate instrument from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available Mortgage) to the Trust (or, with respect to any Non-Serviced Mortgage Loan SellerLoan, to the related Non-Serviced Trust) and constitutes a legal, valid and binding endorsement or assignment from to the Trust (or, with respect to any Non-Serviced Mortgage Loan SellerLoan, or its Affiliate, as applicableto the related Non-Serviced Trust). Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Insolvency Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title ExceptionsEncumbrances) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off DateDate to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below)encumbrances, and as of origination and, to the Mortgage Loan Seller’s knowledge, as knowledge and subject to the rights of the Cut-off Datetenants, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the applicable Title PolicyMortgage Loan establishes and creates a valid and enforceable lien on property described therein subject to Permitted Encumbrances, except as such enforcement may be limited by Insolvency Qualifications subject to the limitations described in clause (11) below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection. The assignment of the Mortgage Loans to the Depositor validly and effectively transfers and conveys all legal and beneficial ownership of the Mortgage Loans to the Depositor free and clear of any pledge, lien, encumbrance or security interest (subject to certain agreements regarding servicing as provided in the Pooling and Servicing Agreement, subservicing agreements permitted thereunder and that certain Servicing Rights Purchase Agreement, dated as of the Closing Date between the Master Servicer and the Seller).
Appears in 3 contracts
Samples: Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2017-Jp5), Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2017-Jp5), Mortgage Loan Purchase Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp4)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage Exh. C-2 is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan)Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
Appears in 3 contracts
Samples: Mortgage Loan Purchase Agreement, Mortgage Loan Purchase Agreement (Wells Fargo Commercial Mortgage Trust 2017-C40), Mortgage Loan Purchase Agreement
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 7 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan)mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
Appears in 3 contracts
Samples: Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2017-C1), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2017-C1), Mortgage Loan Purchase Agreement (BBCMS Mortgage Trust 2017-C1)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliateaffiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
Appears in 3 contracts
Samples: Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2021-Gsa3), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2020-Gsa2), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2019-Gsa1)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage Assignment and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee Leases, Rents and any related recording information which is not yet available Profits to the Mortgage Loan Seller) and Purchaser constitutes a legal, valid and binding endorsement or assignment from to the Mortgage Loan Seller, or its Affiliate, as applicablePurchaser. Each related Mortgage and Assignment of Leases Leases, Rents and Profits is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s 's fee (or if identified on the Mortgage Loan Schedule, leasehold) leasehold interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the title exceptions to paragraph 8 below (6) set forth on Schedule 3 to the applicable Purchase Price and Terms Agreement (each such title exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off Date, to the Seller's knowledge, is free and clear of any recorded mechanics’ or ' liens, recorded materialmen’s 's liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan)Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender's title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, 's knowledge and subject to the rights of tenants (as of tenants only) (subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender's title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code (“UCC”) financing statements is required in order to effect such perfection.
Appears in 3 contracts
Samples: Purchase Price and Terms Agreement (Pennymac Financial Services, Inc.), Purchase Price and Terms Agreement (PennyMac Mortgage Investment Trust), Flow Commercial Mortgage Loan Purchase Agreement (Pennymac Financial Services, Inc.)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Exh. C-2 Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection.
Appears in 3 contracts
Samples: Mortgage Loan Purchase Agreement (Bank 2021-Bnk36), Mortgage Loan Purchase Agreement (Bank 2021-Bnk32), Mortgage Loan Purchase Agreement (Bank 2020-Bnk29)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and Title Exceptions) as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or materialmen’s liens and other recorded encumbrances that would be prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan), except those which are bonded over, escrowed for or insured against by the applicable Title Policy (as described below)encumbrances, and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title PolicyPolicy (as described below). Any security agreement, chattel mortgage or equivalent document related to and delivered in connection with the Mortgage Loan establishes and creates a valid and enforceable lien on property described therein subject to the Permitted Encumbrances and Title Exceptions, except as such enforcement may be limited by Standard Qualifications, subject to the limitations described in paragraph 11 below. Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required to effect such perfection. Exh. C-3 8.
Appears in 3 contracts
Samples: Mortgage Loan Purchase Agreement, Mortgage Loan Purchase Agreement, Mortgage Loan Purchase Agreement
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and Issuing Entity constitutes a legal, valid and binding endorsement or assignment from to the Mortgage Loan Seller, or its Affiliate, as applicableIssuing Entity. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related MortgagorBorrower. Each related Mortgage is a legal, valid and enforceable first lien on the related MortgagorBorrower’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (6) set forth in Schedule D-1 to this Exhibit D (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, and as of the Cut-off Date, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan)Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only) (subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code (“UCC”) financing statements is required in order to effect such perfection.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (DBGS 2018-C1 Mortgage Trust), Mortgage Loan Purchase Agreement (DBGS 2018-C1 Mortgage Trust)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and Issuing Entity constitutes a legal, valid and binding endorsement or assignment from to the Mortgage Loan Seller, or its Affiliate, as applicableIssuing Entity. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the GSMC Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such GSMC Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (6) set forth on Exhibit C (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off Date, to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan)Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only) (subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein in this representation to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (JPMDB Commercial Mortgage Securities Trust 2020-Cor7), Mortgage Loan Purchase Agreement (Benchmark 2018-B8 Mortgage Trust)
Lien; Valid Assignment. Subject to the Standard Insolvency Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and constitutes will constitute a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicable. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related MortgagorBorrower. Each related Mortgage is a legal, valid and enforceable first lien on the related MortgagorBorrower’s fee (or if identified on the Mortgage Loan Schedule, related Purchased Asset Schedule leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the or any other title exceptions identified to paragraph 8 below Purchaser in a Requested Exceptions Report (each such exception, a “Title ExceptionExceptions”)), except as the enforcement thereof may be limited by the Standard Insolvency Qualifications. Such Mortgaged Property (subject to Permitted Encumbrances and or any Title Exceptions) as of the origination date of the related Mortgage Loan and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, related Purchase Date is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan)Mortgage, except those which are bonded over, escrowed for or insured against by a lender’s title insurance policy, and, to Seller’s knowledge and subject to the applicable rights of tenants (subject to and excepting Permitted Encumbrances and any other Title Policy (as described belowExceptions), and as of origination and, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Date, no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code UCC financing statements is required in order to effect such perfection.
Appears in 2 contracts
Samples: Master Repurchase Agreement (Claros Mortgage Trust, Inc.), Master Repurchase Agreement (Claros Mortgage Trust, Inc.)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and Issuing Entity constitutes a legal, valid and binding endorsement or assignment from to the Mortgage Loan Seller, or its Affiliate, as applicableIssuing Entity. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related Mortgagor. Each related Mortgage is a legal, valid and enforceable first lien on the related Mortgagor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) interest in the Mortgaged Property in the principal amount of such Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 (6) below (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, to the Mortgage Loan Seller’s knowledge, and as of the Cut-off Date, to the Seller’s knowledge, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan)Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only) (subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection.
Appears in 2 contracts
Samples: Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2013-Gc13), Mortgage Loan Purchase Agreement (GS Mortgage Securities Trust 2013-Gc13)
Lien; Valid Assignment. Subject to the Standard Qualifications, each endorsement or assignment Assignment of Mortgage and assignment of Assignment of Leases from the Mortgage Loan Seller or its Affiliate is in recordable form (but for the insertion of the name of the assignee and any related recording information which is not yet available to the Mortgage Loan Seller) and Buyer constitutes a legal, valid and binding endorsement or assignment from the Mortgage Loan Seller, or its Affiliate, as applicableto Buyer. Each related Mortgage and Assignment of Leases is freely assignable without the consent of the related MortgagorObligor, or such consent has been obtained. Each related Mortgage is a legal, valid and enforceable first lien on the related MortgagorObligor’s fee (or if identified on the Mortgage Loan Schedule, leasehold) leasehold interest in the Mortgaged Property in the principal amount of such Commercial Mortgage Loan or allocated loan amount (subject only to Permitted Encumbrances (as defined below) and the exceptions to paragraph 8 below (6) set forth in the Schedule of Exceptions (each such exception, a “Title Exception”)), except as the enforcement thereof may be limited by the Standard Qualifications. Such Mortgaged Property (subject to and excepting Permitted Encumbrances and the Title Exceptions) as of origination andwas, and as of the Purchase Date, to the Mortgage Loan Seller’s knowledge, as of the Cut-off Dateis, is free and clear of any recorded mechanics’ or liens, recorded materialmen’s liens and other recorded encumbrances that would be which are prior to or equal with the lien of the related Mortgage (which lien secures the related Whole Loan, in the case of a Mortgage Loan that is part of a Whole Loan)Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policy a lender’s title insurance policy (as described below), and as of origination and, to the Mortgage Loan Seller’s knowledge, knowledge and subject to the rights of tenants (as of tenants only) (subject to and excepting Permitted Encumbrances and the Cut-off DateTitle Exceptions), no rights circumstances exist which under law could give rise to any such lien or encumbrance that would be prior to or equal with the lien of the related Mortgage, except those which are bonded over, escrowed for or insured against by the applicable Title Policya lender’s title insurance policy (as described below). Notwithstanding anything herein to the contrary, no representation is made as to the perfection of any security interest in rents or other personal property to the extent that possession or control of such items or actions other than the filing of Uniform Commercial Code financing statements is required in order to effect such perfection.
Appears in 2 contracts
Samples: Master Repurchase Agreement (FS Credit Real Estate Income Trust, Inc.), Master Repurchase Agreement (FS Credit Real Estate Income Trust, Inc.)