Common use of Whole Loan; Ownership of Mortgage Loans Clause in Contracts

Whole Loan; Ownership of Mortgage Loans. Except with respect to each Serviced Mortgage Loan, each Mortgage Loan is a whole loan and not an interest in a Mortgage Loan. Each Serviced Mortgage Loan is a senior portion (or a pari passu portion of a senior portion) of a whole mortgage loan evidenced by a senior note. Immediately prior to the sale, transfer and assignment to depositor, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Seller), participation (other than with respect to Serviced Mortgage Loans) or pledge, and the Seller had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations (other than with respect to Serviced Mortgage Loans), any other ownership interests and other interests on, in or to such Mortgage Loan other than any servicing rights appointment, subservicing or similar agreement. The Seller has full right and authority to sell, assign and transfer each Mortgage Loan, and the assignment to depositor constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan.

Whole Loan; Ownership of Mortgage Loans. Except with respect to each Serviced a Mortgage Loan that is part of a Whole Loan, each Mortgage Loan is a whole loan and not an a participation interest in a Mortgage Loan. Each Serviced Mortgage Loan that is part of a Whole Loan is a senior portion (or a pari passu portion of a senior portion) of a whole mortgage loan evidenced by a senior or pari passu note. Immediately prior to At the time of the sale, transfer and assignment to depositorDepositor, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the SellerSponsor), participation (other than with respect to Serviced Mortgage Loans) or pledge, and the Seller Sponsor had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations (other than with respect to Serviced Mortgage Loans)participations, any other ownership interests and other interests on, in or to such Mortgage Loan other than any servicing rights appointment, subservicing or similar agreement, and rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement. The Seller Sponsor has full right and authority to sell, assign and transfer each Mortgage Loan, and the assignment to depositor Depositor constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage LoanLoan other than the rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement.

Whole Loan; Ownership of Mortgage Loans. Except with respect to each Serviced a Mortgage LoanLoan that is part of a Loan Combination, each Mortgage Loan is a whole loan and not an a participation interest in a Mortgage Loan. Each Serviced Mortgage Loan that is part of a Loan Combination is a senior portion (or a pari passu portion of a senior portion) of a whole mortgage loan evidenced by a senior or pari passu note. Immediately prior to At the time of the sale, transfer and assignment to depositorDepositor, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Seller), participation (other than with respect to Serviced Mortgage Loans) or pledge, and the Seller had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations (other than with respect to Serviced Mortgage Loans)participations, any other ownership interests and other interests on, in or to such Mortgage Loan other than any servicing rights appointment, subservicing appointment or similar agreement, any related Other Pooling and Servicing Agreement and rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement. The Seller has full right and authority to sell, assign and transfer each Mortgage Loan, and the assignment to depositor Depositor constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage LoanLoan other than the rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement.

Whole Loan; Ownership of Mortgage Loans. Except with respect to each Serviced a Mortgage Loan that is part of a Whole Loan, each Mortgage Loan is a whole loan and not an a participation interest in a Mortgage Loan. Each Serviced Mortgage Loan that is part of a Whole Loan is a senior portion (or a pari passu portion of a senior portion) of a whole mortgage loan evidenced by a senior or pari passu note. Immediately prior to At the time of the sale, transfer and assignment to depositorDepositor, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Seller), participation (other than with respect to Serviced Mortgage Loans) or pledge, and the Seller had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations (other than with respect to Serviced Mortgage Loans)participations, any other ownership interests and other interests on, in or to such Mortgage Loan other than any servicing rights appointment, subservicing the Other Pooling and Servicing Agreement or similar agreementagreement and rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement. The Seller has full right and authority to sell, assign and transfer each Mortgage Loan, and the assignment to depositor Depositor constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage LoanLoan other than the rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement.

Whole Loan; Ownership of Mortgage Loans. Except with respect to each Serviced a Mortgage Loan that is part of a Whole Loan, each Mortgage Loan is a whole loan and not an a participation interest in a Mortgage Loan. Each Serviced Mortgage Loan that is part of a Whole Loan is a senior portion (or a pari passu portion of a senior portion) of a whole mortgage loan evidenced by a senior or pari passu note. Immediately prior to At the time of the sale, transfer and assignment to depositorDepositor, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Seller), participation (other than with respect to Serviced Mortgage Loans) or pledge, and the Seller had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations (other than with respect to Serviced Mortgage Loans)participations, any other ownership interests and other interests on, in or to such Mortgage Loan other than any servicing rights appointment, subservicing the Other Pooling and Servicing Agreement or similar agreementagreement and rights of the holder of a related Companion Loan pursuant to an Intercreditor Agreement. The Seller has full right and authority to sell, assign and transfer each Mortgage Loan, and the assignment to depositor Depositor constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage LoanLoan other than the rights of the holder of a related Companion Loan pursuant to an Intercreditor Agreement.

Whole Loan; Ownership of Mortgage Loans. Except with respect to each Serviced a Mortgage Loan that is part of a Whole Loan, each Mortgage Loan is a whole loan and not an a participation interest in a Mortgage Loan. Each Serviced Mortgage Loan that is part of a Whole Loan is a senior portion (or a pari passu portion of a senior portion) of a whole mortgage loan evidenced by a senior note. Immediately prior to At the time of the sale, transfer and assignment to depositorDepositor, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Seller), participation (other than with respect to Serviced Mortgage Loans) or pledge, and the Seller had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations (other than with respect to Serviced Mortgage Loans)participations, any other ownership interests and other interests on, in or to such Mortgage Loan other than any servicing rights appointment, subservicing appointment or similar agreementagreement and rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement. The Seller has full right and authority to sell, assign and transfer each Mortgage Loan, and the assignment to depositor Depositor constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage LoanLoan other than the rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement.

Whole Loan; Ownership of Mortgage Loans. Except with respect to each Serviced a Mortgage Loan that is part of a Whole Loan, each Mortgage Loan is a whole loan and not an a participation interest in a Mortgage Loan. Each Serviced Mortgage Loan that is part of a Whole Loan is a senior portion (or a pari passu portion of a senior portion) of a whole mortgage loan evidenced by a senior or pari passu note. Immediately prior to At the time of the sale, transfer and assignment to depositorDepositor, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Seller), participation (other than with respect to Serviced Mortgage Loans) or pledge, and the Seller had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations (other than with respect to Serviced Mortgage Loans)participations, any other ownership interests and other interests on, in or to such Mortgage Loan other than any servicing rights appointment, subservicing appointment or similar agreementagreement and rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement. The Seller has full right and authority to sell, assign and transfer each Mortgage Loan, and the assignment to depositor Depositor constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage LoanLoan other than the rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement.

Whole Loan; Ownership of Mortgage Loans. Except with respect to each Serviced a Mortgage Loan that is part of a Whole Loan, each Mortgage Loan is a whole loan and not an a participation interest in a Mortgage Loan. Each Serviced Mortgage Loan that is part of a Whole Loan is a senior portion (or a pari passu portion of a senior portion) of a whole mortgage loan evidenced by a senior or pari passu note. Immediately prior to At the time of the sale, transfer and assignment to depositorDepositor, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Seller), participation (other than with respect to Serviced Mortgage Loans) or pledge, and the Seller had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations (other than with respect to Serviced Mortgage Loans)participations, any other ownership interests and other interests on, in or to such Mortgage Loan other than any servicing rights appointment, subservicing appointment or similar agreementagreement and rights of the holder of a related Companion Loan pursuant to an Intercreditor Agreement. The Seller has full right and authority to sell, assign and transfer each Mortgage Loan, and the assignment to depositor Depositor constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage LoanLoan other than the rights of the holder of a related Companion Loan pursuant to an Intercreditor Agreement.

Whole Loan; Ownership of Mortgage Loans. Except with respect to each Serviced a Mortgage LoanLoan that is part of a Loan Combination, each Mortgage Loan is a whole loan and not an a participation interest in a Mortgage Loan. Each Serviced Mortgage Loan that is part of a Loan Combination is a senior portion (or a pari passu portion of a senior portion) of a whole mortgage loan evidenced by a senior noteor pari passu Mortgage Note. Immediately prior to At the time of the sale, transfer and assignment to depositorthe Purchaser, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Seller), participation (other than with respect to Serviced Mortgage Loans) or pledge, and the Seller had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations (other than with respect to Serviced Mortgage Loans)participations, any other ownership interests and other interests on, in or to such Mortgage Loan other than any servicing rights appointment, subservicing or similar agreement, any Outside Servicing Agreement with respect to an Outside Serviced Mortgage Loan and rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement. The Seller has full right and authority to sell, assign and transfer each Mortgage Loan, and the assignment to depositor the Purchaser constitutes a legal, valid and binding assignment of each such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering each such Mortgage LoanLoan other than the rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement.

Whole Loan; Ownership of Mortgage Loans. Except with respect to each Serviced the Mortgage Loan that is part of the Whole Loan, each Mortgage Loan is a whole loan and not an a participation interest in a Mortgage Loan. Each Serviced The Mortgage Loan that is part of the Whole Loan is a senior portion (or a pari passu portion of a senior portion) of a whole mortgage loan evidenced by a senior or pari passu note. Immediately prior to At the time of the sale, transfer and assignment to depositorDepositor, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Seller), participation (other than with respect to Serviced Mortgage Loans) or pledge, and the Seller had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations (other than with respect to Serviced Mortgage Loans)participations, any other ownership interests and other interests on, in or to such Mortgage Loan other than any servicing rights appointment, subservicing appointment or similar agreementagreement and rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement. The Seller has full right and authority to sell, assign and transfer each Mortgage Loan, and the assignment to depositor Depositor constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage LoanLoan other than the rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement.

Whole Loan; Ownership of Mortgage Loans. Except with respect to each Serviced a Mortgage Loan that is part of a Whole Loan, each Mortgage Loan is a whole loan and not an a participation interest in a Mortgage Loan. Each Serviced Mortgage Loan that is part of a Whole Loan is a senior portion (or a pari passu portion of a senior portion) of a whole mortgage loan evidenced by a senior or pari passu note. Immediately prior to At the time of the sale, transfer and assignment to depositorDepositor, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Seller), participation (other than with respect to Serviced Mortgage Loans) or pledge, and the Seller had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations (other than with respect to Serviced Mortgage Loans)participations, any other ownership interests and other interests on, in or to such Mortgage Loan other than any servicing rights appointment, subservicing the applicable Other Pooling and Servicing Agreement or similar agreementagreement and rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement. The Seller has full right and authority to sell, assign and transfer each Mortgage Loan, and the assignment to depositor Depositor constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage LoanLoan other than the rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement.

Whole Loan; Ownership of Mortgage Loans. Except with respect to each Serviced a Mortgage Loan that is part of a Whole Loan, each Mortgage Loan is a whole loan and not an a participation interest in a Mortgage Loan. Each Serviced Mortgage Loan that is part of a senior portion (or Whole Loan is a pari passu portion of a senior portion) of a whole mortgage loan evidenced by a senior pari passu note. Immediately prior to At the time of the sale, transfer and assignment to depositorDepositor, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Seller), participation (other than with respect to Serviced Mortgage Loans) or pledge, and the Seller had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations (other than with respect to Serviced Mortgage Loans)participations, any other ownership interests and other interests on, in or to such Mortgage Loan other than any servicing rights appointment, subservicing appointment or similar agreement, any other pooling and servicing agreement with respect to a Non-Serviced Mortgage Loan and rights of the holder of a related Companion Loan pursuant to an Intercreditor Agreement. The Seller has full right and authority to sell, assign and transfer each Mortgage Loan, and the assignment to depositor Depositor constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage LoanLoan other than the rights of the holder of a related Companion Loan pursuant to an Intercreditor Agreement.

Whole Loan; Ownership of Mortgage Loans. Except with respect to each Serviced the Mortgage Loan that is part of the Whole Loan, each Mortgage Loan is a whole loan and not an a participation interest in a Mortgage Loan. Each Serviced The Mortgage Loan that is part of the Whole Loan is a senior portion (or a pari passu portion of a senior portion) of a whole mortgage loan evidenced by a senior or pari passu note. Immediately prior to At the time of the sale, transfer and assignment to depositorDepositor, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Seller), participation (other than with respect to Serviced Mortgage Loans) or pledge, and the Seller had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations (other than with respect to Serviced Mortgage Loans)participations, any other ownership interests and other interests on, in or to such Mortgage Loan other than any servicing rights appointment, subservicing appointment or similar agreement, the Other Pooling and Servicing Agreement and rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement. The Seller has full right and authority to sell, assign and transfer each Mortgage Loan, and the assignment to depositor Depositor constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage LoanLoan other than the rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement.

Whole Loan; Ownership of Mortgage Loans. Except with respect to each Serviced a Mortgage Loan that is part of a Whole Loan, each Mortgage Loan is a whole loan and not an a participation interest in a Mortgage Loan. Each Serviced Mortgage Loan that is part of a Whole Loan is a senior portion (or a pari passu portion of a senior portion) of a whole mortgage loan evidenced by a senior or pari passu note. Immediately prior to At the time of the sale, transfer and assignment to depositorDepositor, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Seller), participation (other than with respect to Serviced Mortgage Loans) or pledge, and the Seller had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations (other than with respect to Serviced Mortgage Loans)participations, any other ownership interests and other interests on, in or to such Mortgage Loan other than any servicing rights appointment, subservicing appointment or similar agreement, the Other Pooling and Servicing Agreement and rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement. The Seller has full right and authority to sell, assign and transfer each Mortgage Loan, and the assignment to depositor Depositor constitutes a legal, valid and binding assignment of such Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage LoanLoan other than the rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement.

Whole Loan; Ownership of Mortgage Loans. Except with respect to each Serviced a Mortgage Loan that is part of a Whole Loan, each Mortgage Loan is a whole loan and not an a participation interest in a Mortgage Loan. Each Serviced Mortgage Loan that is part of a Whole Loan is a senior portion (or a pari passu portion of a senior portion) of a whole mortgage loan evidenced by a senior noteor pari passu Mortgage Note. Immediately prior to At the time of the sale, transfer and assignment to depositorthe Purchaser, no Mortgage Note or Mortgage was subject to any assignment (other than assignments to the Seller), participation (other than with respect to Serviced Mortgage Loans) or pledge, and the Seller had good title to, and was the sole owner of, each Mortgage Loan free and clear of any and all liens, charges, pledges, encumbrances, participations (other than with respect to Serviced Mortgage Loans)participations, any other ownership interests and other interests on, in or to such Mortgage Loan other than any servicing rights appointment, subservicing or similar agreement, any Outside Servicing Agreement with respect to a an Outside Serviced Mortgage Loan and rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement. The Seller has full right and authority to sell, assign and transfer each Mortgage Loan, and the assignment to depositor the Purchaser constitutes a legal, valid and binding assignment of such each Mortgage Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering each such Mortgage LoanLoan other than the rights of the holder of a related Companion Loan pursuant to a Co-Lender Agreement.