201000147 - Laserfiche WebLink

Browse

2oloooi4~ Lender may reasonably deem necessary at the time of the Sale, all in form and substance reasonably satisfactory to Lender, including, without limitation, an endorsement or endorsements to the Title Policy insuring that the lien of this Security. Instrument constitutes a first lien on Borrower's interest in the Mortgaged Property subject only to the Permitted Exceptions and subsequent title exceptions as heretofore approved by Lender or permitted under this Security Instrument, extending the effective date of such policy to the date of execution and delivery (or, if later, of recording) of the assumption agreement referenced above in subparagraph (3) and insuring that fee simple title to the Mortgaged Property is vested in the Grantee, or, in lieu thereof, such other documents or evidence as Lender may reasonably require in order to confirm that such Title Policy is unaffected by the Sale. (8) Grantor executes and delivers to Lender a release of Lender, its officers, directors, employees and agents, from all claims and liability relating to the transactions evidenced by the Note, this Security Instrument, and any of the other Loan Documents through and including the date of the closing of the Sale, which agreement shall be in form and substance reasonably satisfactory to Lender and shall be binding upon the Grantor. (9) Grantee executes and delivers to Lender a certificate that, as of the date of closing of the Sale, Grantee is in compliance with the provisions of paragraph 20 hereof. (10) Lender shall have received such legal opinions (including an authority opinion of Grantee and the holder or holders of the primary Beneficial Ownership Interest in Grantee, an enforceability opinion as to the aforementioned Loan Assumption Agreement, the Lease Assumption Agreement, the Replacement Guazanty and the Replacement Indemnity, and anon-consolidation opinion, each of which shall be substantively similaz to the form of such opinion delivered in connection with the execution of this Security Instrument, or may be in such other form as is reasonably acceptable to Lender) as may be reasonably requested by Lender in connection with such Sale. (11) Lender shall have received written confirmation that the documents described above have been delivered in a form that complies with the terms hereof from special counsel to the owners of the Pass-Through Certificates issued by Lender and representing undivided ownership of the Note and certain other assets, it being agreed that Dechert LLP is such counsel until Lender is otherwise notified in writing by the holders of a majority in percentage interest of the Pass-Through Certificates. (d) Transfer Conditions. Notwithstanding anything herein to the contrary, a Transfer shall be permitted by Lender, and the prior written consent of Lender to such -20-