Common use of Natixis   City Gear Clause in Contracts

Natixis   City Gear. 44 Natixis Clarion Inn & Suites Greenville N NAP Hard/Springing Cash Management Shree Ruxmani, LLC Xxxxxxx Xxxxxxxx; Xxxxx Xxxxx; Xxxxxxxxxx Xxxxxxx 0.0050% 00 Xxxxxxx Xxxx Xxxxxxx - Xxxxxxx Xxxxx N NAP Hard/Springing Cash Management SHIVMAYA, INC. Xxxxxxx Xxxxxxxx; Kunal Xxxx 0.0050% 48 Natixis Shilo Inn Warrenton N NAP Hard/Springing Cash Management Shilo Inn, Warrenton, LLC Xxxx X. Xxxxxxxxx 0.0050% 51 Natixis Shilo Inn The Dalles N NAP Hard/Springing Cash Management Shilo Inn, The Dalles, LLC Xxxx X. Xxxxxxxxx 0.0050% 55 Natixis 0 Xxxxxx Xxxxx X NAP Hard/Springing Cash Management East Park Empire Drive LLC Xxxxx Xxxxxxx 0.0050% 56 Natixis Sleep Inn Hickory N NAP Hard/Springing Cash Management Star Hotels of Hickory, Inc. Kunal H. Xxxx; Xxxxxxxxxxx Xxxxx 0.0050% 00 Xxxxxxx Xxxx Xxxx Self Storage N NAP Springing Midgard Storage LLC Xxxxx X. Xxxxxxxxx; Xxxxxx X. Xxxxxxxxx 0.0050% 00 Xxxxxxx Xxxxxx Xxxx X NAP Soft/Springing Cash Management Chapel Hill Partners LLC Xxxxx X. Xxxx; Xxxxxx X. Xxxxx 0.0050% 63 Natixis Paoli Mixed Use N NAP Hard/Springing Cash Management Paoli Town Center LLC Xxxxx X. Xxxx; Xxxxxx X. Xxxxx 0.0050% 64 Natixis Value Self Storage N NAP Soft/Springing Cash Management MK Storage Ventures, LLC Xxxxxxx Xxxxxxx; Xxxxx Xxxxxxx 0.0050% The Mortgage Loan Seller hereby represents and warrants that, as of the Closing Date: (a) The Mortgage Loan Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The Mortgage Loan Seller’s execution and delivery of, performance under, and compliance with this Agreement, will not violate the Mortgage Loan Seller’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or by which it is bound, which default or breach, in the good faith and reasonable judgment of the Mortgage Loan Seller, is likely to affect materially and adversely the ability of the Mortgage Loan Seller to perform its obligations under this Agreement. (c) The Mortgage Loan Seller has the full power and authority to consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement. (d) This Agreement, assuming due authorization, execution and delivery by the other party or parties hereto, constitutes a valid, legal and binding obligation of the Mortgage Loan Seller, enforceable against the Mortgage Loan Seller in accordance with the terms hereof, subject to (A) applicable bankruptcy, fraudulent transfer, insolvency, reorganization, receivership, moratorium, liquidation, conservatorship and other laws affecting the enforcement of creditors’ rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law, and (C) public policy considerations. (e) The Mortgage Loan Seller is not in violation of, and its execution and delivery of, performance under and compliance with this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Mortgage Loan Seller’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Mortgage Loan Seller to perform its obligations under this Agreement. (f) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Mortgage Loan Seller of the transactions contemplated herein, except for (A) those consents, approvals, authorizations or orders that previously have been obtained and (B) those filings and recordings of Mortgage Loan documents and assignments thereof that are contemplated by the Pooling and Servicing Agreement to be completed after the Closing Date. (g) No litigation, arbitration, suit, proceeding or governmental investigation is pending or, to the best of the Mortgage Loan Seller’s knowledge, threatened against the Mortgage Loan Seller that, if determined adversely to the Mortgage Loan Seller, would prohibit the Mortgage Loan Seller from entering into this Agreement or that, in the Mortgage Loan Seller’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Mortgage Loan Seller to perform its obligations under this Agreement. (h) The transfer of the Mortgage Loans to the Purchaser as contemplated herein is not subject to any bulk transfer or similar law in effect in any applicable jurisdiction. (i) The Mortgage Loan Seller is not transferring the Mortgage Loans to the Purchaser with any intent to hinder, delay or defraud its present or future creditors. (j) The Mortgage Loan Seller will be solvent at all relevant times prior to, and will not be rendered insolvent by, its transfer of the Mortgage Loans to the Purchaser, as contemplated herein. (k) After giving effect to its transfer of the Mortgage Loans to the Purchaser, as provided herein, the value of the Mortgage Loan Seller’s assets, either taken at their present fair saleable value or at fair valuation, will exceed the amount of the Mortgage Loan Seller’s debts and obligations, including contingent and unliquidated debts and obligations of the Mortgage Loan Seller, and the Mortgage Loan Seller will not be left with unreasonably small assets or capital with which to engage in and conduct its business. (l) The Mortgage Loan Seller does not intend to, and does not believe that it will, incur debts or obligations beyond its ability to pay such debts and obligations as they mature. (m) No proceedings looking toward liquidation, dissolution or bankruptcy of the Mortgage Loan Seller are pending or contemplated. (n) The principal place of business and chief executive office of the Mortgage Loan Seller is located in the State of New York. (o) The consideration received by the Mortgage Loan Seller upon the sale of the Mortgage Loans constitutes at least fair consideration and reasonably equivalent value for such Mortgage Loans.

Natixis   City Gear. 44 Natixis Clarion Inn & Suites Greenville NAP 0 0 0 NAP NAP NAP 47 Natixis Best Western - Winston Salem NAP 0 0 0 NAP NAP NAP 48 Natixis Shilo Inn Warrenton NAP 0 0 0 NAP NAP NAP 51 Natixis Shilo Inn The Dalles NAP 0 0 0 NAP NAP NAP 55 Natixis 2 Empire Drive NAP 0 0 0 NAP NAP NAP 56 Natixis Sleep Inn Hickory NAP 0 0 0 NAP NAP NAP 62 Natixis Chapel Hill NAP 0 0 0 NAP NAP NAP 63 Natixis Paoli Mixed Use NAP 0 0 0 NAP NAP NAP 1 Natixis One Court Square N NAP Hard/Springing Cash Management Shree RuxmaniWaterbridge Court Square Holdings LLC Savanna Real Estate Fund III, LLC L.P.; Savanna Real Estate (PIV) Fund III, L.P.; Savanna Real Estate Fund IIA, L.P.; Savanna Real Estate (AIV) Fund IIA, L.P.; Savanna Real Estate (PIV) Fund IIA, L.P.; OCS Master LP 0.0025% 8 Natixis 4400 Xxxxxxx Xxxxxxxx; Xxxxx Xxxxx; Xxxxxxxxxx Xxxxxxx 0.0050% 00 Xxxxxxx Xxxx Xxxxxxx - Xxxxxxx Xxxxx Street N NAP Hard/Springing Cash Management SHIVMAYA, INC. Xxxxxxx XxxxxxxxStreet Limited Partnership Xxxxxxx X. Xxxxxxx; Kunal Xxxx Xxxxxxx Xxxxxxxxx 0.0050% 48 9 Natixis Shilo Inn Warrenton 901 7th Street NW N NAP Hard/Springing Cash Management Shilo Inn, Warrenton, LLC Xxxx X. Xxxxxxxxx Xxxxx’x Xxxxxxx L.L.C. Xxxxxx Xxxxx 0.0050% 51 14 Natixis Shilo Inn The Dalles Lightstone Retail Portfolio II N NAP Hard/Springing Cash Management Shilo Inn, The Dalles, LLC Xxxx X. Xxxxxxxxx 0.0050% 55 Natixis 0 Mountainville Shopping Center LLC; 25xx Xxxxxx Xxxxx X NAP Hard/Springing Cash Management East Park Empire Drive XLC Lightstone Parent LLC Xxxxx Xxxxxxx 0.0050% 56 Natixis Sleep Inn Hickory N NAP Hard/Springing Cash Management Star Hotels of Hickory, Inc. Kunal H. Xxxx; Xxxxxxxxxxx Xxxxx 0.0050% 00 Xxxxxxx Xxxx Xxxx Self Storage N NAP Springing Midgard Storage LLC Xxxxx X. Xxxxxxxxx; Xxxxxx X. Xxxxxxxxx 0.0050% 00 Xxxxxxx Xxxxxx Xxxx X NAP Soft/Springing Cash Management Chapel Hill Partners LLC Xxxxx X. Xxxx; Xxxxxx X. Xxxxx 0.0050% 63 Natixis Paoli Mixed Use N NAP Hard/Springing Cash Management Paoli Town Center LLC Xxxxx X. Xxxx; Xxxxxx X. Xxxxx 0.0050% 64 Natixis Value Self Storage N NAP Soft/Springing Cash Management MK Storage Ventures, LLC Xxxxxxx Xxxxxxx; Xxxxx Xxxxxxx 0.0050% The Mortgage Loan Seller hereby represents and warrants that, as of the Closing Date: (a) The Mortgage Loan Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The Mortgage Loan Seller’s execution and delivery of, performance under, and compliance with this Agreement, will not violate the Mortgage Loan Seller’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or by which it is bound, which default or breach, in the good faith and reasonable judgment of the Mortgage Loan Seller, is likely to affect materially and adversely the ability of the Mortgage Loan Seller to perform its obligations under this Agreement. (c) The Mortgage Loan Seller has the full power and authority to consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement. (d) This Agreement, assuming due authorization, execution and delivery by the other party or parties hereto, constitutes a valid, legal and binding obligation of the Mortgage Loan Seller, enforceable against the Mortgage Loan Seller in accordance with the terms hereof, subject to (A) applicable bankruptcy, fraudulent transfer, insolvency, reorganization, receivership, moratorium, liquidation, conservatorship and other laws affecting the enforcement of creditors’ rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law, and (C) public policy considerations. (e) The Mortgage Loan Seller is not in violation of, and its execution and delivery of, performance under and compliance with this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Mortgage Loan Seller’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Mortgage Loan Seller to perform its obligations under this Agreement. (f) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Mortgage Loan Seller of the transactions contemplated herein, except for (A) those consents, approvals, authorizations or orders that previously have been obtained and (B) those filings and recordings of Mortgage Loan documents and assignments thereof that are contemplated by the Pooling and Servicing Agreement to be completed after the Closing Date. (g) No litigation, arbitration, suit, proceeding or governmental investigation is pending or, to the best of the Mortgage Loan Seller’s knowledge, threatened against the Mortgage Loan Seller that, if determined adversely to the Mortgage Loan Seller, would prohibit the Mortgage Loan Seller from entering into this Agreement or that, in the Mortgage Loan Seller’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Mortgage Loan Seller to perform its obligations under this Agreement. (h) The transfer of the Mortgage Loans to the Purchaser as contemplated herein is not subject to any bulk transfer or similar law in effect in any applicable jurisdiction. (i) The Mortgage Loan Seller is not transferring the Mortgage Loans to the Purchaser with any intent to hinder, delay or defraud its present or future creditors. (j) The Mortgage Loan Seller will be solvent at all relevant times prior to, and will not be rendered insolvent by, its transfer of the Mortgage Loans to the Purchaser, as contemplated herein. (k) After giving effect to its transfer of the Mortgage Loans to the Purchaser, as provided herein, the value of the Mortgage Loan Seller’s assets, either taken at their present fair saleable value or at fair valuation, will exceed the amount of the Mortgage Loan Seller’s debts and obligations, including contingent and unliquidated debts and obligations of the Mortgage Loan Seller, and the Mortgage Loan Seller will not be left with unreasonably small assets or capital with which to engage in and conduct its business. (l) The Mortgage Loan Seller does not intend to, and does not believe that it will, incur debts or obligations beyond its ability to pay such debts and obligations as they mature. (m) No proceedings looking toward liquidation, dissolution or bankruptcy of the Mortgage Loan Seller are pending or contemplated. (n) The principal place of business and chief executive office of the Mortgage Loan Seller is located in the State of New York. (o) The consideration received by the Mortgage Loan Seller upon the sale of the Mortgage Loans constitutes at least fair consideration and reasonably equivalent value for such Mortgage Loans.%

Natixis   City Gear. 44 Natixis Clarion Inn & Suites Greenville N NAP Hard/Springing Cash Management Shree Ruxmani, LLC Xxxxxxx Xxxxxxxx; Xxxxx Xxxxx; Xxxxxxxxxx Xxxxxxx 0.0050% 00 Xxxxxxx Xxxx Xxxxxxx 47 Natixis Best Western - Xxxxxxx Xxxxx Winston Salem N NAP Hard/Springing Cash Management SHIVMAYA, INC. Xxxxxxx Xxxxxxxx; Kunal Xxxx 0.0050% 48 Natixis Shilo Inn Warrenton N NAP Hard/Springing Cash Management Shilo Inn, Warrenton, LLC Xxxx X. Xxxxxxxxx 0.0050% 51 Natixis Shilo Inn The Dalles N NAP Hard/Springing Cash Management Shilo Inn, The Dalles, LLC Xxxx X. Xxxxxxxxx 0.0050% 55 Natixis 0 Xxxxxx Xxxxx X 2 Empire Drive N NAP Hard/Springing Cash Management East Park Empire Drive LLC Xxxxx Xxxxxxx 0.0050% 56 Natixis Sleep Inn Hickory N NAP Hard/Springing Cash Management Star Hotels of Hickory, Inc. Kunal H. Xxxx; Xxxxxxxxxxx Xxxxx 0.0050% 00 57 Xxxxxxx Xxxx Xxxx Self Xelf Storage N NAP Springing Midgard Storage LLC Xxxxx X. Xxxxxxxxx; Xxxxxx X. Xxxxxxxxx 0.0050% 00 Xxxxxxx Xxxxxx Xxxx X 62 Natixis Chapel Hill N NAP Soft/Springing Cash Management Chapel Hill Partners LLC Xxxxx X. Xxxx; Xxxxxx X. Xxxxx 0.0050% 63 Natixis Paoli Mixed Use N NAP Hard/Springing Cash Management Paoli Town Center LLC Xxxxx X. Xxxx; Xxxxxx X. Xxxxx 0.0050% 64 Natixis Value Self Storage N NAP Soft/Springing Cash Management MK Storage Ventures, LLC Xxxxxxx Xxxxxxx; Xxxxx Xxxxxxx 0.0050% The Mortgage Loan Seller hereby represents and warrants that, as of the Closing Date: (a) The Mortgage Loan Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The Mortgage Loan Seller’s execution and delivery of, performance under, and compliance with this Agreement, will not violate the Mortgage Loan Seller’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or by which it is bound, which default or breach, in the good faith and reasonable judgment of the Mortgage Loan Seller, is likely to affect materially and adversely the ability of the Mortgage Loan Seller to perform its obligations under this Agreement. (c) The Mortgage Loan Seller has the full power and authority to consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement. (d) This Agreement, assuming due authorization, execution and delivery by the other party or parties hereto, constitutes a valid, legal and binding obligation of the Mortgage Loan Seller, enforceable against the Mortgage Loan Seller in accordance with the terms hereof, subject to (A) applicable bankruptcy, fraudulent transfer, insolvency, reorganization, receivership, moratorium, liquidation, conservatorship and other laws affecting the enforcement of creditors’ rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law, and (C) public policy considerations. (e) The Mortgage Loan Seller is not in violation of, and its execution and delivery of, performance under and compliance with this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Mortgage Loan Seller’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Mortgage Loan Seller to perform its obligations under this Agreement. (f) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Mortgage Loan Seller of the transactions contemplated herein, except for (A) those consents, approvals, authorizations or orders that previously have been obtained and (B) those filings and recordings of Mortgage Loan documents and assignments thereof that are contemplated by the Pooling and Servicing Agreement to be completed after the Closing Date. (g) No litigation, arbitration, suit, proceeding or governmental investigation is pending or, to the best of the Mortgage Loan Seller’s knowledge, threatened against the Mortgage Loan Seller that, if determined adversely to the Mortgage Loan Seller, would prohibit the Mortgage Loan Seller from entering into this Agreement or that, in the Mortgage Loan Seller’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Mortgage Loan Seller to perform its obligations under this Agreement. (h) The transfer of the Mortgage Loans to the Purchaser as contemplated herein is not subject to any bulk transfer or similar law in effect in any applicable jurisdiction. (i) The Mortgage Loan Seller is not transferring the Mortgage Loans to the Purchaser with any intent to hinder, delay or defraud its present or future creditors. (j) The Mortgage Loan Seller will be solvent at all relevant times prior to, and will not be rendered insolvent by, its transfer of the Mortgage Loans to the Purchaser, as contemplated herein. (k) After giving effect to its transfer of the Mortgage Loans to the Purchaser, as provided herein, the value of the Mortgage Loan Seller’s assets, either taken at their present fair saleable value or at fair valuation, will exceed the amount of the Mortgage Loan Seller’s debts and obligations, including contingent and unliquidated debts and obligations of the Mortgage Loan Seller, and the Mortgage Loan Seller will not be left with unreasonably small assets or capital with which to engage in and conduct its business. (l) The Mortgage Loan Seller does not intend to, and does not believe that it will, incur debts or obligations beyond its ability to pay such debts and obligations as they mature. (m) No proceedings looking toward liquidation, dissolution or bankruptcy of the Mortgage Loan Seller are pending or contemplated. (n) The principal place of business and chief executive office of the Mortgage Loan Seller is located in the State of New York. (o) The consideration received by the Mortgage Loan Seller upon the sale of the Mortgage Loans constitutes at least fair consideration and reasonably equivalent value for such Mortgage Loans.

Natixis   City Gear. 44 Natixis Clarion Inn & Suites Greenville NAP 0 0 0 NAP NAP NAP 47 Natixis Best Western - Winston Salem NAP 0 0 0 NAP NAP NAP 00 Xxxxxxx Xxxxx Xxx Xxxxxxxxx NAP 0 0 0 NAP NAP NAP 51 Natixis Shilo Inn The Dalles NAP 0 0 0 NAP NAP NAP 55 Natixis 0 Xxxxxx Xxxxx NAP 0 0 0 NAP NAP NAP 56 Natixis Sleep Inn Hickory NAP 0 0 0 NAP NAP NAP 00 Xxxxxxx Xxxxxx Xxxx NAP 0 0 0 NAP NAP NAP 63 Natixis Paoli Mixed Use NAP 0 0 0 NAP NAP NAP 1 Natixis One Court Square N NAP Hard/Springing Cash Management Shree RuxmaniWaterbridge Court Square Holdings LLC Savanna Real Estate Fund III, LLC L.P.; Savanna Real Estate (PIV) Fund III, L.P.; Savanna Real Estate Fund IIA, L.P.; Savanna Real Estate (AIV) Fund IIA, L.P.; Savanna Real Estate (PIV) Fund IIA, L.P.; OCS Master LP 0.0025% 8 Natixis 0000 Xxxxxxx Xxxxxxxx; Xxxxx Xxxxx; Xxxxxxxxxx Xxxxxxx 0.0050% 00 Xxxxxxx Xxxx Xxxxxxx - Xxxxxxx Xxxxx Xxxxxx N NAP Hard/Springing Cash Management SHIVMAYA, INC. Xxxxxxx XxxxxxxxStreet Limited Partnership Xxxxxxx X. Xxxxxxx; Kunal Xxxx Xxxxxxx Xxxxxxxxx 0.0050% 48 9 Natixis Shilo Inn Warrenton 000 0xx Xxxxxx XX X NAP Hard/Springing Cash Management Xxxxx’x Xxxxxxx L.L.C. Xxxxxx Xxxxx 0.0050% 14 Natixis Lightstone Retail Portfolio II N NAP Hard/Springing Cash Management Shilo Inn, Warrenton, LLC Xxxx X. Xxxxxxxxx 0.0050% 51 Natixis Shilo Inn The Dalles N NAP Hard/Springing Cash Management Shilo Inn, The Dalles, LLC Xxxx X. Xxxxxxxxx 0.0050% 55 Natixis 0 Mountainville Shopping Center LLC; 00xx Xxxxxx Xxxxx X NAP Hard/Springing Cash Management East Park Empire Drive LLC Xxxxx Xxxxxxx Lightstone Parent LLC 0.0050% 56 Natixis Sleep Inn Hickory N NAP Hard/Springing Cash Management Star Hotels of Hickory, Inc. Kunal H. Xxxx; Xxxxxxxxxxx Xxxxx 0.0050% 00 Xxxxxxx Xxxx Xxxx Self Storage N NAP Springing Midgard Storage LLC Xxxxx X. Xxxxxxxxx; Xxxxxx X. Xxxxxxxxx 0.0050% 00 Xxxxxxx Xxxxxx Xxxx X NAP Soft/Springing Cash Management Chapel Hill Partners LLC Xxxxx X. Xxxx; Xxxxxx X. Xxxxx 0.0050% 63 Natixis Paoli Mixed Use N NAP Hard/Springing Cash Management Paoli Town Center LLC Xxxxx X. Xxxx; Xxxxxx X. Xxxxx 0.0050% 64 Natixis Value Self Storage N NAP Soft/Springing Cash Management MK Storage Ventures, LLC Xxxxxxx Xxxxxxx; Xxxxx Xxxxxxx 0.0050% The Mortgage Loan Seller hereby represents and warrants that, as of the Closing Date: (a) The Mortgage Loan Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. (b) The Mortgage Loan Seller’s execution and delivery of, performance under, and compliance with this Agreement, will not violate the Mortgage Loan Seller’s organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or by which it is bound, which default or breach, in the good faith and reasonable judgment of the Mortgage Loan Seller, is likely to affect materially and adversely the ability of the Mortgage Loan Seller to perform its obligations under this Agreement. (c) The Mortgage Loan Seller has the full power and authority to consummate all transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement. (d) This Agreement, assuming due authorization, execution and delivery by the other party or parties hereto, constitutes a valid, legal and binding obligation of the Mortgage Loan Seller, enforceable against the Mortgage Loan Seller in accordance with the terms hereof, subject to (A) applicable bankruptcy, fraudulent transfer, insolvency, reorganization, receivership, moratorium, liquidation, conservatorship and other laws affecting the enforcement of creditors’ rights generally, (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law, and (C) public policy considerations. (e) The Mortgage Loan Seller is not in violation of, and its execution and delivery of, performance under and compliance with this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Mortgage Loan Seller’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Mortgage Loan Seller to perform its obligations under this Agreement. (f) No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Mortgage Loan Seller of the transactions contemplated herein, except for (A) those consents, approvals, authorizations or orders that previously have been obtained and (B) those filings and recordings of Mortgage Loan documents and assignments thereof that are contemplated by the Pooling and Servicing Agreement to be completed after the Closing Date. (g) No litigation, arbitration, suit, proceeding or governmental investigation is pending or, to the best of the Mortgage Loan Seller’s knowledge, threatened against the Mortgage Loan Seller that, if determined adversely to the Mortgage Loan Seller, would prohibit the Mortgage Loan Seller from entering into this Agreement or that, in the Mortgage Loan Seller’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Mortgage Loan Seller to perform its obligations under this Agreement. (h) The transfer of the Mortgage Loans to the Purchaser as contemplated herein is not subject to any bulk transfer or similar law in effect in any applicable jurisdiction. (i) The Mortgage Loan Seller is not transferring the Mortgage Loans to the Purchaser with any intent to hinder, delay or defraud its present or future creditors. (j) The Mortgage Loan Seller will be solvent at all relevant times prior to, and will not be rendered insolvent by, its transfer of the Mortgage Loans to the Purchaser, as contemplated herein. (k) After giving effect to its transfer of the Mortgage Loans to the Purchaser, as provided herein, the value of the Mortgage Loan Seller’s assets, either taken at their present fair saleable value or at fair valuation, will exceed the amount of the Mortgage Loan Seller’s debts and obligations, including contingent and unliquidated debts and obligations of the Mortgage Loan Seller, and the Mortgage Loan Seller will not be left with unreasonably small assets or capital with which to engage in and conduct its business. (l) The Mortgage Loan Seller does not intend to, and does not believe that it will, incur debts or obligations beyond its ability to pay such debts and obligations as they mature. (m) No proceedings looking toward liquidation, dissolution or bankruptcy of the Mortgage Loan Seller are pending or contemplated. (n) The principal place of business and chief executive office of the Mortgage Loan Seller is located in the State of New York. (o) The consideration received by the Mortgage Loan Seller upon the sale of the Mortgage Loans constitutes at least fair consideration and reasonably equivalent value for such Mortgage Loans.%