Common use of Loan Document Status Clause in Contracts

Loan Document Status. Each Mortgage Note, Mortgage, and other agreement executed by or on behalf of the related Borrower or any guarantor of non-recourse exceptions and/or environmental liability with respect to each Mortgage Loan is the legal, valid and binding obligation of the maker thereof (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), enforceable in accordance with its terms, except as such enforcement may be limited by (a) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and (b) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and except that certain provisions in such loan documents may be further limited or rendered unenforceable by applicable law, but (subject to the limitations set forth in the foregoing clauses (a) and (b)) such limitations or unenforceability will not render such loan documents invalid as a whole or substantially interfere with the mortgagee's realization of the principal benefits and/or security provided thereby. To the Seller's knowledge, there is no valid defense, counterclaim or right of offset, rescission, abatement or diminution available to the related Borrower with respect to such Mortgage Note, Mortgage or other agreements that would deny the mortgagee the principal benefits intended to be provided thereby.

Loan Document Status. Each Mortgage Note, Mortgage, and other agreement executed by or on behalf of the related Borrower Mortgagor, or any guarantor of non-recourse exceptions and/or and environmental liability liability, with respect to each Mortgage Loan is the legal, valid and binding obligation of the maker thereof (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), enforceable in accordance with its terms, except as such enforcement may be limited by (ai) bankruptcy, insolvency, reorganization reorganization, fraudulent transfer and conveyance or other similar laws affecting the enforcement of creditors' rights generally and (bii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and except that certain provisions in such loan documents may be further limited or rendered unenforceable by applicable law, but (subject to the limitations set forth in the foregoing clauses (a) and (b)) such limitations or unenforceability will not render such loan documents invalid as a whole or substantially interfere with the mortgagee's realization of the principal benefits and/or security provided thereby. To the Seller's knowledge, there There is no valid defense, counterclaim or right of rescission, offset, rescissionabatement, abatement diminution or diminution valid defense or counterclaim available to the related Borrower Mortgagor with respect to such Mortgage Note, Mortgage or other agreements that would deny the mortgagee the principal benefits intended to be provided thereby. The Mortgage Loan Seller has no actual knowledge of any such rights, defenses or counterclaims having been asserted.

Loan Document Status. Each Mortgage Note, Mortgage, and other agreement executed by or on behalf of the related Borrower or any guarantor of non-recourse exceptions and/or environmental liability with respect to each Mortgage Loan is the legal, valid and binding obligation of the maker thereof (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), enforceable in accordance with its terms, except as such enforcement may be limited by (a) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and (b) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and except that certain provisions in such loan documents may be further limited or rendered unenforceable by applicable law, but (subject to the limitations set forth in the foregoing clauses (a) and (b)) such limitations or unenforceability will not render such loan documents invalid as a whole or substantially interfere with the mortgagee's realization of the principal benefits and/or security provided thereby. To As of the Seller's knowledgeCut-off Date, there is no valid defense, counterclaim or right of offset, rescission, abatement or diminution available to the related Borrower with respect to such Mortgage Note, Mortgage or other agreements that would deny the mortgagee the principal benefits intended to be provided thereby.

Loan Document Status. Each Mortgage Note, Mortgage, and each other agreement executed by or on behalf of the related Borrower or any guarantor of non-recourse exceptions and/or environmental liability with respect to each Mortgage Loan is the legal, valid and binding obligation of the maker thereof (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), enforceable in accordance with its terms, except as such enforcement may be limited by (ai) bankruptcy, insolvency, reorganization reorganization, receivership, fraudulent transfer and conveyance or other similar laws affecting the enforcement of creditors' rights generally and (bii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and except that certain provisions in such loan documents may be further limited or rendered unenforceable by applicable law, but (subject to the limitations set forth in the foregoing clauses (ai) and (bii)) such limitations or unenforceability will not render such loan documents invalid as a whole or substantially interfere with the mortgagee's realization of the principal benefits and/or security provided thereby. To the Seller's knowledge, there There is no valid defense, counterclaim or right of offset, rescission, abatement offset or diminution rescission available to the related Borrower with respect to such Mortgage Note, Mortgage or other agreements that would deny the mortgagee the principal benefits intended to be provided thereby, except in each case, with respect to the enforceability of any provisions requiring the payment of default interest, late fees, additional interest, prepayment premiums or yield maintenance charges.

Loan Document Status. Each Mortgage Note, Mortgage, and other agreement executed by or on behalf of the related Borrower Borrower, or any guarantor of non-recourse exceptions and/or and environmental liability liability, with respect to each Mortgage Loan is the legal, valid and binding obligation of the maker thereof (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), enforceable in accordance with its terms, except as such enforcement may be limited by (ai) bankruptcy, insolvency, reorganization reorganization, receivership, fraudulent transfer and conveyance or other similar laws affecting the enforcement of creditors' rights generally and (bii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and except that certain provisions in such loan documents may be further limited or rendered unenforceable by applicable law, but (subject to the limitations set forth in the foregoing clauses (ai) and (bii)) such limitations or unenforceability will not render such loan documents invalid as a whole or substantially interfere with the mortgagee's realization of the principal benefits and/or security provided thereby. To the Seller's knowledge, there There is no valid defense, counterclaim or right of rescission, offset, rescission, abatement or diminution or valid defense or counterclaim available to the related Borrower with respect to such Mortgage Note, Mortgage or other agreements that would deny the mortgagee the principal benefits intended to be provided thereby. The Seller has no knowledge of any such rights, defenses or counterclaims having been asserted.

Loan Document Status. Each Mortgage Note, Mortgage, and other agreement executed by or on behalf of the related Borrower Borrower, or any guarantor of non-recourse exceptions and/or and environmental liability liability, with respect to each Mortgage Loan is the legal, valid and binding obligation of the maker thereof (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), enforceable in accordance with its terms, except as such enforcement may be limited by (ai) bankruptcy, insolvency, reorganization reorganization, fraudulent transfer and conveyance or other similar laws affecting the enforcement of creditors' rights generally and (bii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and except that certain provisions in such loan documents may be further limited or rendered unenforceable by applicable law, but (subject to the limitations set forth in the foregoing clauses (ai) and (bii)) such limitations or unenforceability will not render such loan documents invalid as a whole or substantially interfere with the mortgagee's realization of the principal benefits and/or security provided thereby. To the Seller's knowledge, there There is no valid defense, counterclaim or right of rescission, offset, rescissionabatement, abatement diminution or diminution valid defense or counterclaim available to the related Borrower with respect to such Mortgage Note, Mortgage or other agreements that would deny the mortgagee the principal benefits intended to be provided thereby. The Seller has no actual knowledge of any such rights, defenses or counterclaims having been asserted.

Loan Document Status. Each Mortgage Note, Mortgage, and other agreement executed by or on behalf of the related Borrower or any guarantor of non-recourse exceptions and/or environmental liability with respect to each Mortgage Loan is the legal, valid and binding obligation of the maker thereof (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), enforceable in accordance with its terms, except as such enforcement may be limited by (ai) bankruptcy, insolvency, reorganization reorganization, receivership, fraudulent transfer and conveyance or other similar laws affecting the enforcement of creditors' rights generally and (bii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and except that certain provisions in such loan documents may be further limited or rendered unenforceable by applicable law, but (subject to the limitations set forth in the foregoing clauses (ai) and (bii)) such limitations or unenforceability will not render such loan documents invalid as a whole or substantially interfere with the mortgagee's realization of the principal benefits and/or security provided thereby. To the Seller's knowledge, there There is no valid defense, counterclaim or right of offset, rescission, abatement offset or diminution rescission available to the related Borrower with respect to such Mortgage Note, Mortgage or other agreements that would deny the mortgagee the principal benefits intended to be provided thereby, except in each case, with respect to the enforceability of any provisions requiring the payment of default interest, late fees, additional interest, prepayment premiums or yield maintenance charges.

Loan Document Status. Each Mortgage Note, Mortgage, and each other agreement executed by or on behalf of the related Borrower or any guarantor of non-recourse exceptions and/or environmental liability Mortgagor with respect to each Mortgage Loan is the legal, valid and binding obligation of the maker thereof (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), enforceable in accordance with its terms, except as such enforcement may be limited by (ai) bankruptcy, insolvency, reorganization reorganization, receivership, fraudulent transfer and conveyance or other similar laws affecting the enforcement of creditors' rights generally and (bii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and except that certain provisions in such loan documents may be further limited or rendered unenforceable by applicable law, but (subject to the limitations set forth in the foregoing clauses (ai) and (bii)) such limitations or unenforceability will not render such loan documents invalid as a whole or substantially interfere with the mortgagee's realization of the principal benefits and/or security provided thereby. To the Seller's knowledge, there There is no valid defense, counterclaim or right of offset, rescission, abatement offset or diminution rescission available to the related Borrower Mortgagor with respect to such Mortgage Note, Mortgage or other agreements that would deny the mortgagee the principal benefits intended to be provided thereby, except in each case, with respect to the enforceability of any provisions requiring the payment of default interest, late fees, additional interest, prepayment premiums or yield maintenance charges.

Loan Document Status. Each Mortgage Note, Mortgage, Assignment of Leases and other agreement that evidences or secures such Mortgage Loan and was executed by or on behalf of the related Borrower Mortgagor or any guarantor of any non-recourse exceptions and/or and environmental liability with respect to each Mortgage Loan is the legal, valid and binding obligation of the maker thereof (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), enforceable in accordance with its terms, except as such enforcement may be limited by (a) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally generally, and by (b) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and except that certain provisions in such loan documents may be further limited or rendered unenforceable by applicable law, law but (subject to the limitations set forth in the foregoing clauses (a) and (b)) such limitations or unenforceability will not render such loan documents invalid as a whole or substantially interfere with the mortgagee's realization of the principal benefits and/or security provided thereby. To the Seller's knowledge, there There is no valid defense, counterclaim or right of offset, rescission, abatement offset or diminution rescission available to the related Borrower Mortgagor with respect to such Mortgage Note, Mortgage or other agreements agreement that would deny the mortgagee the principal benefits intended to be provided thereby, except in each case, with respect to the enforceability of any provisions requiring the payment of default interest, late fees, additional interest, prepayment premium or yield maintenance charges.

Loan Document Status. Each Mortgage Note, Mortgage, and other --------------------- agreement executed by or on behalf of the related Borrower Mortgagor, or any guarantor of non-recourse exceptions and/or and environmental liability liability, with respect to each Mortgage Loan is the legal, valid and binding obligation of the maker thereof (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), enforceable in accordance with its terms, except as such enforcement may be limited by (ai) bankruptcy, insolvency, reorganization reorganization, fraudulent transfer and conveyance or other similar laws affecting the enforcement of creditors' rights generally and (bii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and except that certain provisions in such loan documents may be further limited or rendered unenforceable by applicable law, but (subject to the limitations set forth in the foregoing clauses (a) and (b)) such limitations or unenforceability will not render such loan documents invalid as a whole or substantially interfere with the mortgagee's realization of the principal benefits and/or security provided thereby. To the Seller's knowledge, there There is no valid defense, counterclaim or right of rescission, offset, rescissionabatement, abatement diminution or diminution valid defense or counterclaim available to the related Borrower Mortgagor with respect to such Mortgage Note, Mortgage or other agreements that would deny the mortgagee the principal benefits intended to be provided thereby. The Mortgage Loan Seller has no actual knowledge of any such rights, defenses or counterclaims having been asserted.

Loan Document Status. Each Mortgage Note, Mortgage, Mortgage and other agreement executed by or on behalf of the related Borrower or any guarantor of non-recourse exceptions and/or environmental liability with respect to each Mortgage Loan is the legal, valid and binding obligation of the maker thereof (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), enforceable in accordance with its terms, except as such enforcement may be limited by (ai) bankruptcy, insolvency, reorganization reorganization, fraudulent transfer, conveyance, receivership. moratorium or other similar laws relating to or affecting the enforcement of creditors' rights generally and (bii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and except that certain provisions in such loan documents may be further limited or rendered unenforceable by applicable state or federal law, but (subject to the limitations set forth in the foregoing clauses (ai) and (bii)) such limitations or unenforceability will not render such loan documents invalid as a whole or substantially interfere with the mortgagee's realization of the principal benefits and/or security provided thereby. To the Seller's knowledge, there There is no valid defense, counterclaim or right of offset, rescission, abatement or diminution diminution, available to the related Borrower with respect to such Mortgage Note, Mortgage or other agreements that would deny the mortgagee the principal benefits intended to be provided thereby, except in each case, with respect to the enforceability of any provisions requiring the payment of default interest, late fees, additional interest, prepayment premiums or yield maintenance charges.

Loan Document Status. Each Mortgage Note, Mortgage, and other agreement executed by or on behalf of the related Borrower or any guarantor of non-recourse exceptions and/or environmental liability with respect to each Mortgage Loan is the legal, valid and binding obligation of the maker thereof (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), enforceable in accordance with its terms, except as such enforcement may be limited by (a) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' ’ rights generally and (b) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and except that certain provisions in such loan documents may be further limited or rendered unenforceable by applicable law, but (subject to the limitations set forth in the foregoing clauses (a) and (b)) such limitations or unenforceability will not render such loan documents invalid as a whole or substantially interfere with the mortgagee's ’s realization of the principal benefits and/or security provided thereby. To As of the Seller's knowledgeCut-off Date, there is no valid defense, counterclaim or right of offset, rescission, abatement or diminution available to the related Borrower with respect to such Mortgage Note, Mortgage or other agreements that would deny the mortgagee the principal benefits intended to be provided thereby.

Loan Document Status. Each Mortgage Note, Mortgage, and other agreement -------------------- executed by or on behalf of the related Borrower Mortgagor, or any guarantor of non-recourse exceptions and/or and environmental liability liability, with respect to each Mortgage Loan is the legal, valid and binding obligation of the maker thereof (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), enforceable in accordance with its terms, except as such enforcement may be limited by (ai) bankruptcy, insolvency, reorganization reorganization, fraudulent transfer and conveyance or other similar laws affecting the enforcement of creditors' rights generally and (bii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and except that certain provisions in such loan documents may be further limited or rendered unenforceable by applicable law, but (subject to the limitations set forth in the foregoing clauses (a) and (b)) such limitations or unenforceability will not render such loan documents invalid as a whole or substantially interfere with the mortgagee's realization of the principal benefits and/or security provided thereby. To the Seller's knowledge, there There is no valid defense, counterclaim or right of rescission, offset, rescissionabatement, abatement diminution or diminution valid defense or counterclaim available to the related Borrower Mortgagor with respect to such Mortgage Note, Mortgage or other agreements that would deny the mortgagee the principal benefits intended to be provided thereby. The Mortgage Loan Seller has no actual knowledge of any such rights, defenses or counterclaims having been asserted.

Loan Document Status. Each Mortgage Note, Mortgage, and other agreement executed by or on behalf of the related Borrower Mortgagor, or any guarantor of non-recourse exceptions and/or and environmental liability liability, with respect to each Mortgage Loan is the legal, valid and binding obligation of the maker thereof (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), enforceable in accordance with its terms, except as such enforcement may be limited by (ai) bankruptcy, insolvency, reorganization reorganization, fraudulent transfer and conveyance or other similar laws affecting the enforcement of creditors' rights generally and (bii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and except that certain provisions in such loan documents may be further limited or rendered unenforceable by applicable law, but (subject to the limitations set forth in the foregoing clauses (a) and (b)) such limitations or unenforceability will not render such loan documents invalid as a whole or substantially interfere with the mortgagee's realization of the principal benefits and/or security provided thereby. To the Seller's knowledge, there There is no valid defense, counterclaim or right of rescission, offset, rescissionabatement, abatement diminution or diminution valid defense or counterclaim available to the related Borrower Mortgagor with respect to such Mortgage Note, Mortgage or other agreements that would deny the mortgagee the principal benefits intended to be provided thereby.. The Mortgage Loan Seller has no actual knowledge of any such rights, defenses or counterclaims having been asserted

Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases, Rents and Profits (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Borrower Borrower, guarantor or any guarantor of non-recourse exceptions and/or environmental liability other obligor in connection with respect to each such Mortgage Loan is the legal, valid and binding obligation of the maker thereof related Borrower, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency deficiency, one action, or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except (i) as such enforcement may be limited by (a) bankruptcy, insolvency, reorganization fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors' ’ rights generally and (b) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), ) and except (ii) that certain provisions in such loan documents Loan Documents (including, without limitation, provisions requiring the payment of default interest, late fees or prepayment/yield maintenance fees, charges and/or premiums) are, or may be be, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in the foregoing clauses clause (ai) and (b)above) such limitations or unenforceability will not render such loan documents Loan Documents invalid as a whole or substantially materially interfere with the mortgagee's ’s realization of the principal benefits and/or security provided therebythereby (clauses (i) and (ii) collectively, the “Standard Qualifications”). To Except as set forth in the Seller's knowledgeimmediately preceding sentences, there is no valid offset, defense, counterclaim or right of offset, rescission, abatement or diminution rescission available to the related Borrower with respect to such any of the related Mortgage NoteNotes, Mortgage Mortgages or other agreements Loan Documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by Seller in connection with the origination of the Mortgage Loan, that would deny the mortgagee the principal benefits intended to be provided therebyby the Mortgage Note, Mortgage or other Loan Documents.

Loan Document Status. Each Mortgage Note, Mortgage, and other agreement executed by or on behalf of the related Borrower or any guarantor of non-recourse exceptions and/or environmental liability with respect to each Mortgage Loan is the legal, valid and binding obligation of the maker thereof (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), enforceable in accordance with its terms, except as such enforcement may be limited by (a) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and (b) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and except that certain provisions in such loan Mortgage Loan documents may be further limited or rendered unenforceable by applicable law, but (subject to the limitations set forth in the foregoing clauses (a) and (b)) such limitations or unenforceability will not render such loan Mortgage Loan documents invalid as a whole or substantially interfere with the mortgagee's realization of the principal benefits and/or security provided thereby. To As of the Seller's knowledgeCut-off Date, there is no valid defense, counterclaim or right of offset, rescission, abatement or diminution available to the related Borrower with respect to such Mortgage Note, Mortgage or other agreements that would deny the mortgagee the principal benefits intended to be provided thereby.

Loan Document Status. Each Mortgage Note, Mortgage, and other agreement executed by or on behalf of the related Borrower Borrower, or any guarantor of non-recourse exceptions and/or and environmental liability liability, with respect to each Mortgage Loan is the legal, valid and binding obligation of the maker thereof (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), enforceable in accordance with its terms, except as such enforcement may be limited by by: (ai) bankruptcy, insolvency, reorganization reorganization, fraudulent transfer and conveyance or other similar laws affecting the enforcement of creditors' rights generally and (bii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and except that certain provisions in such loan documents may be further limited or rendered unenforceable by applicable law, but (subject to the limitations set forth in the foregoing clauses (ai) and (bii)) such limitations or unenforceability will not render such loan documents invalid as a whole or substantially interfere with the mortgagee's realization of the principal benefits and/or security provided thereby. To the Seller's knowledge, there There is no valid defense, counterclaim or right of rescission, offset, rescissionabatement, abatement diminution or diminution valid defense or counterclaim available to the related Borrower with respect to such Mortgage Note, Mortgage or other agreements that would deny the mortgagee the principal benefits intended to be provided thereby. Seller has no actual knowledge of any such rights, defenses or counterclaims having been asserted.

Loan Document Status. Each Mortgage Note, Mortgage, Assignment of Leases and other agreement that evidences or secures such Mortgage Loan and was executed by or on behalf of the related Borrower Mortgagor or any guarantor of any non-recourse exceptions and/or and environmental liability with respect to each Mortgage Loan is the legal, valid and binding obligation of the maker thereof (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency or market value limit deficiency legislation), enforceable in accordance with its terms, except as such enforcement may be limited by (a) bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally generally, and (b) by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), and except that certain provisions in such loan documents may be further limited or rendered unenforceable by applicable law, law but (subject to the limitations set forth in the foregoing clauses (a) and (b)) such limitations or unenforceability will not render such loan documents invalid as a whole or substantially interfere with the mortgagee's realization of the principal benefits and/or security provided thereby. To the Seller's knowledge, there There is no valid defense, counterclaim or right of offset, rescission, abatement offset or diminution rescission available to the related Borrower Mortgagor with respect to such Mortgage Note, Mortgage or other agreements agreement that would deny the mortgagee the principal benefits intended to be provided thereby, except in each case, with respect to the enforceability of any provisions requiring the payment of default interest, late fees, additional interest, prepayment premium or yield maintenance charges.

Loan Document Status. Each Mortgage related Note, Mortgage, Assignment of Leases, Rents and Profits (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Borrower borrower, guarantor or any guarantor of non-recourse exceptions and/or environmental liability other obligor in connection with respect to each such Mortgage Loan is the legal, valid and binding obligation of the maker thereof related borrower, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency deficiency, one-action or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except (i) as such enforcement may be limited by (a) bankruptcy, insolvency, reorganization fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors' ’ rights generally and (b) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), ) and except (ii) that certain provisions in such loan documents Loan Documents (including, without limitation, provisions requiring the payment of default interest, late fees or prepayment/yield maintenance or prepayment fees, charges and/or premiums) are, or may be be, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in the foregoing clauses clause (ai) and (b)above) such limitations or unenforceability will not render such loan documents Loan Documents invalid as a whole or substantially materially interfere with the mortgagee's ’s realization of the principal benefits and/or security provided therebythereby (clauses (i) and (ii) collectively, the “Standard Qualifications”). To Except as set forth in the Seller's knowledgeimmediately preceding sentences, there is no valid offset, defense, counterclaim or right of offset, rescission, abatement or diminution rescission available to the related Borrower borrower with respect to such Mortgage Noteany of the related Notes, Mortgage Mortgages or other agreements Loan Documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by Seller in connection with the origination of the Mortgage Loan, that would deny the mortgagee the principal benefits intended to be provided therebyby the Note, Mortgage or other Loan Documents.

Loan Document Status. Each Mortgage Note, Mortgage, and other agreement related Loan Document executed by or on behalf of the related Borrower Underlying Obligor, guarantor or any guarantor of non-recourse exceptions and/or environmental liability other obligor in connection with respect to each Mortgage such Purchased Loan is the legal, valid and binding obligation of the maker thereof (subject to any non-recourse provisions contained in any of the foregoing agreements related Underlying Obligor, guarantor or other obligor, as applicable, and any applicable state anti-deficiency or market value limit deficiency legislation), is enforceable in accordance with its terms, except (i) as such enforcement may be limited by (a) bankruptcy, insolvency, reorganization fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors' ’ rights generally and (b) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), ) and except (ii) that certain provisions in such loan documents Loan Documents (including, without limitation, provisions requiring the payment of default interest, late fees or prepayment/yield maintenance fees, charges and/or premiums) are, or may be be, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in the foregoing clauses clause (ai) and (b)above) such limitations or unenforceability will not render such loan documents Loan Documents invalid as a whole or substantially materially interfere with the mortgagee's ’s realization of the principal benefits and/or security provided thereby. To Except as set forth in the Seller's knowledgeimmediately preceding sentences, there is no valid offset, defense, counterclaim or right of offset, rescission, abatement or diminution rescission available to the related Borrower Underlying Obligor with respect to any of the related Loan Documents and no right of rescission, set off, counterclaim or defense has been asserted with respect thereto, including, without limitation, any such Mortgage Notevalid offset, Mortgage defense, counterclaim or other agreements that would deny right based on fraud by Seller in connection with the mortgagee origination of the principal benefits intended to be provided therebyPurchased Loan.

Loan Document Status. Each Mortgage related Note, Mortgage, Assignment of Leases, Rents and Profits (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Borrower Borrower, guarantor or any guarantor of non-recourse exceptions and/or environmental liability other obligor in connection with respect to each such Mortgage Loan is the legal, valid and binding obligation of the maker thereof related Borrower, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency deficiency, one-action or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except (i) as such enforcement may be limited by (a) bankruptcy, insolvency, reorganization fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors' ’ rights generally and (b) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), ) and except (ii) that certain provisions in such loan documents Loan Documents (including, without limitation, provisions requiring the payment of default interest, late fees or prepayment/yield maintenance or prepayment fees, charges and/or premiums) are, or may be be, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in the foregoing clauses clause (ai) and (b)above) such limitations or unenforceability will not render such loan documents Loan Documents invalid as a whole or substantially materially interfere with the mortgagee's ’s realization of the principal benefits and/or security provided therebythereby (clauses (i) and (ii) collectively, the “Standard Qualifications”). To Except as set forth in the Seller's knowledgeimmediately preceding sentences, there is no valid offset, defense, counterclaim or right of offset, rescission, abatement or diminution rescission available to the related Borrower with respect to such Mortgage Noteany of the related Notes, Mortgage Mortgages or other agreements Loan Documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by Seller in connection with the origination of the Mortgage Loans, that would deny the mortgagee the principal benefits intended to be provided therebyby the Note, Mortgage or other Loan Documents. 1 References are to United States Dollars ($).