Common use of Each Loan Clause in Contracts

Each Loan. (i) represents the valid and legally binding obligation of the obligor, maker, co-maker, guarantor, endorser or debtor (such person referred to as an “Obligor”) thereunder, and is evidenced by legal, valid and binding instruments executed by the Obligor. Seller has no knowledge that any such Obligor at the time of such execution lacked capacity to contract, and any signature on any Loan Documents is the true original or facsimile signature of the Obligor on the Loan involved; (ii) is enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; (iii) (A) was originated by Seller in conformity in all material respects with applicable laws and regulations and its principal balance as shown on Seller’s books and records is true and correct as of the date indicated therein, (B) has an assignable Lien, to the extent secured by a valid and enforceable Lien in the collateral therefor, and has the priority reflected in Seller’s records and (C) contains customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for the realization against any collateral therefore; complies with all applicable requirements of federal, state, and local laws, and regulations thereunder; and (iv) the servicing practices of Seller used with respect to the Loan have been consistent with Seller’s practices in all material respects and have been in compliance in all material respects with all applicable requirements of federal, state and local laws and regulations thereunder.

Each Loan. (i) represents the valid and legally binding obligation of the obligor, maker, co-maker, guarantor, endorser or debtor (such person referred to as an “Obligor”) thereunder, and is evidenced by legal, valid and binding instruments executed by the Obligor. Seller has no knowledge that any such Obligor at the time of such execution lacked capacity to contract, and any signature on any Loan Documents is the true original or facsimile signature of the Obligor on the Loan involved; (ii) is supported by documentation that accurately reflects in all material respects the payment history, the outstanding balance, and all receipts pertaining to the Loan from the obligor(s) thereof and all credits to which such obligor(s) are entitled; (iii) is enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; (iiiiv) (A) was originated by Seller in conformity in all material respects with applicable laws and regulations and its principal balance as shown on Seller’s books and records is true and correct as of the date indicated therein, (B) has an assignable Lien, to the extent secured by a valid and enforceable Lien in the collateral therefor, and has the priority reflected in Seller’s records and (C) contains customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for the realization against any collateral therefore; complies with all applicable requirements of federal, state, and local laws, and regulations thereunder; and; (ivv) is not subject to any taxes or other liability that will accrue against Seller or be collected from Purchaser by reason of the servicing practices of purchase thereof by Purchaser; (vi) has been serviced by Seller used with respect to the Loan have been in a manner consistent with Seller’s ordinary practices in all material respects and have been in compliance in all material respects with all applicable requirements of federal, state and local laws and regulations thereunder; (vii) is not subject to any unpaid license, franchise, intangible, stamp or other tax or fee due and owing to any state where the Loan was originated, or any political subdivision thereof, arising from or growing out of the acquisition, collection or holding of the Loan; (viii) was originated without any civil or criminal fraud by Seller or any of its agents, officers, employees or representatives and no civil or criminal fraud by such Persons will occur with respect to the transfer, assignment and sale of the same to Purchaser hereunder; (ix) is not currently being serviced by third parties and there are no obligations, agreements or understanding that could result in any such Loan becoming subject to third-party servicing; and (x) has not been identified as improperly serviced by any state, federal or other regulatory agency.

Each Loan. (i) represents the valid and legally binding obligation of the obligor, maker, co-maker, guarantor, endorser or debtor (such person referred to as an “Obligor”) thereunder, and is evidenced by legal, valid and binding instruments executed by the Obligor. Seller has To Seller’s knowledge, no knowledge that any such Obligor at the time of such execution lacked capacity under applicable laws to contract, contract and any no signature on any Loan Documents is not the true original or facsimile signature of the Obligor on the Loan involved; (ii) is enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; (iii) (A) was originated or purchased by Seller in conformity in all material respects with applicable laws and regulations and its principal balance as shown on Seller’s books and records is true and correct as of the date indicated therein, (B) has an assignable Lien, to the extent secured by a valid and enforceable Lien in the collateral therefor, and has the priority reflected in Seller’s records and records, (C) contains customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for the realization against any collateral therefore; therefor, and (D) complies in all material respects with all applicable requirements of federal, state, state and local laws, and regulations thereunder; and; (iv) is, as of the servicing practices of Seller used with respect to the Loan have been date hereof, being serviced consistent with Seller’s practices in all material respects and have been is, as of the date hereof, in compliance in all material respects with all applicable requirements of federal, state and local laws and regulations thereunder; and is owned by Seller free and clear of any Encumbrances, other than Permitted Encumbrances.

Each Loan. (i) represents the valid and legally binding obligation of the obligor, maker, co-maker, guarantor, endorser or debtor (such person referred to as an “Obligor”) thereunder, and is evidenced by legal, valid and binding instruments executed by the Obligor. Seller has no knowledge that any such Obligor at the time of such execution lacked capacity to contract, and any signature on any Loan Documents is the true original or facsimile signature of the Obligor on the Loan involved; (ii) is supported by documentation that accurately reflects in all material respects the payment history, the outstanding balance, and all receipts pertaining to the Loan from the obligor(s) thereof and all credits to which such obligor(s) are entitled; (iii) is enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; (iiiiv) (A) was originated by Seller in conformity in all material respects with applicable laws and regulations and its principal balance as shown on Seller’s books and records is true and correct as of the date indicated therein, (B) has an assignable Lien, to the extent secured by a valid and enforceable Lien in the collateral therefor, and has the priority reflected in Seller’s records and (C) contains customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for the realization against any collateral therefore; complies with all applicable requirements of federal, state, and local laws, and regulations thereunder; and; (ivv) is not subject to any taxes or other liability that will accrue against Seller or be collected from Purchaser by reason of the servicing practices of purchase thereof by Purchaser; (vi) has been serviced by Seller used with respect to the Loan have been in a manner consistent with Seller’s ordinary practices in all material respects and have been in compliance in all material respects with all applicable requirements of federal, state and local laws and regulations thereunder; (vii) is not subject to any unpaid license, franchise, intangible, stamp or other tax or fee due and owing to any state where the Loan was originated, or any political subdivision thereof, arising from or growing out of the acquisition, collection or holding of the Loan; (viii) was originated without any civil or criminal fraud by Seller or any of its agents, officers, employees or representatives and no civil or criminal fraud by such Persons will occur with respect to the transfer, assignment and sale of the same to Purchaser hereunder; (ix) except as set forth on Schedule 5.8(a)(ix) of the Seller Disclosure Schedule, is not currently being serviced by third parties and there are no obligations, agreements or understanding that could result in any such Loan becoming subject to third-party servicing; and (x) has not been identified as improperly serviced by any state, federal or other regulatory agency.

Each Loan. (i) represents the valid and legally binding obligation of the obligor, maker, co-maker, guarantor, endorser or debtor (such person referred to as an “Obligor”) thereunder, and is evidenced by legal, valid and binding instruments executed by the Obligor. Seller has To Seller’s knowledge, no knowledge that any such Obligor at the time of such execution lacked capacity under applicable laws to contract, contract and any no signature on any Loan Documents is not the true original or facsimile signature of the Obligor on the Loan involved; (ii) is enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; (iii) (A) was originated or purchased by Seller in conformity in all material respects with applicable laws and regulations and its principal balance as shown on Seller’s books and records is true and correct as of the date indicated therein, (B) has an assignable Lien, to the extent secured by a valid and enforceable Lien in the collateral therefor, and has the priority reflected in Seller’s records and records, (C) contains customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for the realization against any collateral therefore; therefor, and (D) complies in all material respects with all applicable requirements of federal, state, state and local laws, and regulations thereunder; and; (iv) the servicing practices of Seller used with respect to the Loan have been consistent with Seller’s practices in all material respects and have been in compliance in all material respects with all applicable requirements of federal, state and local laws and regulations thereunder; and is owned by Seller free and clear of any Encumbrances, other than Permitted Encumbrances.

Each Loan. (i) represents the valid and legally binding obligation of the obligor, maker, co-maker, guarantor, endorser or debtor (such person referred to as an “Obligor”) thereunder, and is evidenced by legal, valid and binding instruments executed by the Obligor. Seller has no knowledge that any such To Seller’s Knowledge, each Obligor at the time of such execution lacked did not lack capacity to contract, and any signature on any Loan Documents is the true original or facsimile signature of the Obligor on the Loan involved; (ii) is enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles; (iii) (A) that was originated by Seller any Bank was originated in conformity in all material respects with the then lending standards of such Bank and in the ordinary course of business of such Bank and in conformity in all material respects with applicable laws and regulations Laws and its principal balance as shown on Sellersuch Bank’s books and records is true and correct as of the date indicated therein, (B) has an assignable Lien, to the extent secured by a valid and enforceable Lien in the collateral therefor, and has the priority reflected in Sellerthe applicable Bank’s records subject to any Permitted Liens, and (C) contains customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for the realization against any collateral therefore; complies with all applicable requirements of federal, state, and local laws, and regulations thereunder; and (iv) (A) has complied, and at the servicing practices of Seller used with respect to the Loan Closing Date will have been consistent with Seller’s practices complied, in all material respects with all applicable Laws relating to such Loan and (B) has been serviced in accordance with the applicable Bank’s servicing practices which have been in compliance in all material respects with all applicable requirements Laws; other than in the case of federal, state the foregoing clauses (A) and local laws and regulations thereunder(B) such noncompliance which individually or in the aggregate would not have a Material Adverse Effect.