Common use of Loan Document Status Clause in Contracts

Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Purchased Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency, one-action or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except (a) as such enforcement may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (b) that certain provisions in such Purchased 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, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in clause (a) above) such limitations or unenforceability will not render such Purchased Loan Documents invalid as a whole or materially interfere with the Mortgagee’s realization of the principal benefits and/or security provided thereby (clauses (a) and (b) collectively, the “Standard Qualifications”). Except as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Purchased 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 Purchased Loan, that would deny the Mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Purchased Loan Documents.

Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases Leases, Rents and Profits (if a separate instrument), guaranty and other agreement executed by or on behalf of the related MortgagorBorrower, guarantor or other obligor in connection with such Purchased Mortgage Loan is the legal, valid and binding obligation of the related MortgagorBorrower, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency, one-action or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except (ai) as such enforcement may be limited by (ia) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (iib) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (bii) that certain provisions in such Purchased 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, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in clause (ai) above) such limitations or unenforceability will not render such Purchased Loan Documents invalid as a whole or materially interfere with the Mortgageemortgagee’s realization of the principal benefits and/or security provided thereby (clauses (ai) and (bii) collectively, the “Standard Qualifications”). Except as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor Borrower with respect to any of the related Mortgage Notes, Mortgages or other Purchased 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 Purchased LoanMortgage Loans, that would deny the Mortgagee mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Purchased Loan Documents. 1 References are to United States Dollars ($).

Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Purchased Loan Asset is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency, one-action or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except (a) as such enforcement may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (b) that certain provisions in such Purchased Loan Asset 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, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in clause (a) above) such limitations or unenforceability will not render such Purchased Loan Asset Documents invalid as a whole or materially interfere with the Mortgageemortgagee’s realization of the principal benefits and/or security provided thereby (clauses (a) and (b) collectively, the “Standard Qualifications”). Except as set forth in the immediately preceding sentences, to Seller’s knowledge, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor borrower with respect to any of the related Mortgage Notes, Mortgages or other Purchased Loan Asset 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 Purchased LoanAsset, that would deny the Mortgagee mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Purchased Loan Asset Documents.

Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Purchased Loan Asset is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency, one-action or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except (a1) as such enforcement may be limited by (i1) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii1) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (b1) that certain provisions in such Purchased Loan Asset 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, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in clause (a) above) such limitations or unenforceability will not render such Purchased Loan Asset Documents invalid as a whole or materially interfere with the Mortgageemortgagee’s realization of the principal benefits and/or security provided thereby (clauses (a) and (b) collectively, the “Standard Qualifications”). Except as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor borrower with respect to any of the related Mortgage Notes, Mortgages or other Purchased Loan Asset 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 Purchased LoanAsset, that would deny the Mortgagee mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Purchased Loan Asset Documents.

Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases Leases, Rents and Profits (if a separate instrument), guaranty and other agreement executed by or on behalf of the related MortgagorBorrower, guarantor or other obligor in connection with such Purchased Mortgage Loan is the legal, valid and binding obligation of the related MortgagorBorrower, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency, one-action one action, or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except (ai) as such enforcement may be limited by (ia) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (iib) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (bii) that certain provisions in such Purchased 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, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in clause (ai) above) such limitations or unenforceability will not render such Purchased Loan Documents invalid as a whole or materially interfere with the Mortgageemortgagee’s realization of the principal benefits and/or security provided thereby (clauses (ai) and (bii) collectively, the “Standard Qualifications”). Except as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor Borrower with respect to any of the related Mortgage Notes, Mortgages or other Purchased 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 Purchased Mortgage Loan, that would deny the Mortgagee mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Purchased Loan Documents.

Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement Loan Document executed by or on behalf of the related MortgagorUnderlying Obligor, guarantor or other obligor in connection with such Purchased Loan is the legal, valid and binding obligation of the related MortgagorUnderlying Obligor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency, one-action or market value limit deficiency legislation)obligor, as applicable, and is enforceable in accordance with its terms, except (ai) as such enforcement may be limited by (ia) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (iib) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (bii) that certain provisions in such Purchased 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, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in clause (ai) above) such limitations or unenforceability will not render such Purchased Loan Documents invalid as a whole or materially interfere with the Mortgageemortgagee’s realization of the principal benefits and/or security provided thereby (clauses (a) and (b) collectively, the “Standard Qualifications”)thereby. Except as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor Underlying Obligor with respect to any of the related Mortgage NotesLoan Documents and no right of rescission, Mortgages set off, counterclaim or other Purchased Loan Documentsdefense has been asserted with respect thereto, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by Seller in connection with the origination of the Purchased Loan, that would deny the Mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Purchased Loan Documents.

Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Purchased Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency, one-action deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except (ai) as such enforcement may be limited by (ia) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (iib) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (bii) that those certain provisions in such Purchased 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, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in clause (ai) above) such limitations or unenforceability will not render such Purchased Loan Documents invalid as a whole or materially interfere with the Mortgageemortgagee’s realization of the principal benefits and/or security provided thereby (clauses (ai) and (bii) collectively, the “Standard Qualifications”). 5 Comments to reps under review. Master Repurchase Agreement Except as set forth in the immediately preceding sentencessentence, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Purchased 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 Purchased Loan, that would deny the Mortgagee mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Purchased Loan Documents.

Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Purchased Loan Asset is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency, one-action or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except (a) as such enforcement may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (b) that certain provisions in such Purchased Loan Asset 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, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in clause (a) above) such limitations or unenforceability will not render such Purchased Loan Asset Documents invalid as a whole or materially interfere with the Mortgageemortgagee’s realization of the principal benefits and/or security provided thereby (clauses (a) and (b) collectively, the “Standard Qualifications”). Except as set forth in the immediately preceding sentences, to Seller’s Knowledge, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor borrower with respect to any of the related Mortgage Notes, Mortgages or other Purchased Loan Asset 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 Purchased LoanAsset, in each case, that would deny the Mortgagee mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Purchased Loan Asset Documents.

Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases Leases, Rents and Profits (if a separate instrument), guaranty and other agreement executed by or on behalf of the related MortgagorBorrower, guarantor or other obligor in connection with such Purchased Mortgage Loan is the legal, valid and binding obligation of the related MortgagorBorrower, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency, one-action one action, or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except (ai) as such enforcement may be limited by (ia) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (iib) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (bii) that certain provisions in such Purchased 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, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in clause (ai) above) such limitations or unenforceability will not render such Purchased Loan Documents invalid as a whole or materially interfere with the Mortgageemortgagee’s realization of the principal benefits and/or security provided thereby (clauses (ai) and (bii) collectively, the “Standard Qualifications”). Except as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor Borrower with respect to any of the related Mortgage Notes, Mortgages or other Purchased Loan Documents, including, without limitation, any such valid offset, defense, counterclaim or right based on intentional fraud by the Seller in connection with the origination of the Purchased Mortgage Loan, that would deny the Mortgagee mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Purchased Loan Documents.

Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Purchased Loan Asset is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency, one-action or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except (a) as such enforcement may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (b) that certain provisions in such Purchased Loan Asset 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, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in clause (a‎(a) above) such limitations or unenforceability will not render such Purchased Loan Asset Documents invalid as a whole or materially interfere with the Mortgageemortgagee’s realization of the principal benefits and/or security provided thereby (clauses (a‎(a) and (b‎(b) collectively, the “Standard Qualifications”). Except as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor borrower with respect to any of the related Mortgage Notes, Mortgages or other Purchased Loan Asset 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 Purchased LoanAsset, that would deny the Mortgagee mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Purchased Loan Asset Documents.

Loan Document Status. Each related Mortgage Promissory Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related MortgagorBorrower, guarantor or other obligor in connection with such Purchased Loan Asset is the legal, valid and binding obligation of the related Mortgagorsuch Borrower, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency, one-action deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except (a) as such enforcement may be limited by (i) anti-deficiency laws, bankruptcy, insolvency, receivership, redemption, liquidation, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (b) except that certain provisions in such Purchased Loan Asset 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 clause clauses (ai) and (ii) above) such limitations or unenforceability will not render such Purchased Loan Asset Documents invalid as a whole or materially interfere with the Mortgageemortgagee’s realization of the principal benefits and/or security provided thereby (clauses (ai) and (bii) collectively, the “Standard Insolvency Qualifications”). Except as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor Borrower with respect to any of the related Mortgage Promissory Notes, Mortgages or other operative Purchased Loan Asset 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 Purchased Mortgage Loan, that would deny the Mortgagee mortgagee the principal benefits intended to be provided by the Mortgage Promissory Note, Mortgage or other operative Purchased Loan Asset Documents.

Loan Document Status. Each of the related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrumentMortgage(s), guaranty Assignment(s) of Leases, if any, and other agreement agreements executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Purchased Loan therewith is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor maker thereof (subject to any the non-recourse provisions contained in any of the foregoing agreements therein and any applicable state anti-deficiency, one-action or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except that (aA) as such enforcement may be limited by (i1) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium reorganization or other similar laws affecting the enforcement of creditors’ ' rights generally generally, and (ii2) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) ), and (bB) that certain provisions in such Purchased Loan Documents (including, without limitation, provisions requiring the payment of default interest, late fees subject agreement or prepayment/yield maintenance or prepayment fees, charges and/or premiums) are, or instrument may be, be further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in the foregoing clause (a) above) A), such limitations or unenforceability will not render such Purchased Loan Documents that subject agreement or instrument invalid as a whole or materially substantially interfere with the Mortgagee’s mortgagee's realization of the principal benefits and/or security provided thereby (clauses (a) and (b) collectivelyby the subject agreement or instrument; and, the “Standard Qualifications”). Except as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any case of the related Mortgage NotesNote, Mortgages Mortgage(s) and Assignment(s) of Leases, a legal opinion to such effect was obtained by the originator of such Mortgage Loan at the time of origination. The Mortgage Loan is non-recourse to the Mortgagor or any other Purchased Person except for certain nonrecourse carveouts and any applicable guarantees. If such Mortgage Loan Documentshas a Cut-off Date Balance of $15 million or more, includingthe related Mortgagor or another Person has agreed to be liable for all liabilities, without limitationcosts, any losses, damages, expenses or claims suffered or incurred by the mortgagee under such valid offset, defense, counterclaim Mortgage Loan by reason of or right based on intentional fraud by Seller in connection with and to the origination extent of (A) any intentional fraud or material intentional misrepresentation by the related Mortgagor and (B) any breach on the part of the Purchased Loanrelated Mortgagor of any environmental representations, that would deny warranties and covenants contained in the Mortgagee related Mortgage Loan documents; provided that, instead of any breach described in clause (B) of this sentence, the principal benefits intended related Mortgagor or such other Person may instead be responsible for liabilities, costs, losses, damages, expenses and claims resulting from a breach of the obligations and indemnities of the related Mortgagor under the related Mortgage Loan documents relating to be provided by the Mortgage Notehazardous or toxic substances, Mortgage radon or other Purchased Loan Documentscompliance with environmental laws.

Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases Leases, Rents and Profits (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Purchased Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency, one-action deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except (ai) as such enforcement may be limited by (ia) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (iib) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (bii) that certain provisions in such Purchased Mortgage 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, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in clause (ai) above) such limitations or unenforceability will not render such Purchased Mortgage Loan Documents invalid as a whole or materially interfere with the Mortgageemortgagee’s realization of the principal benefits and/or security provided thereby (clauses (ai) and (bii) collectively, the “Standard Qualifications”). Except as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Purchased Mortgage 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 Purchased Mortgage Loan, that would deny the Mortgagee mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Purchased Mortgage Loan Documents.

Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Purchased Loan Asset is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency, one-action or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except (a) as such enforcement may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (b) that certain provisions in such Purchased Loan Asset 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, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in clause (a) above) such limitations or unenforceability will not render such Purchased Loan Asset Documents invalid as a whole or materially interfere with the Mortgagee’s realization of the principal benefits and/or security provided thereby (clauses (a) and (b) collectively, the “Standard Qualifications”). Except as set forth in the immediately preceding sentencessentence, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Purchased Loan Asset 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 Purchased LoanAsset, that would deny the Mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Purchased Loan Asset Documents.

Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Purchased Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency, one-action deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except (ai) as such enforcement may be limited by (ia) anti-deficiency laws, bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (iib) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (bii) that those certain provisions in such Purchased 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, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in clause (ai) above) such limitations or unenforceability will not render such Purchased Loan Documents invalid as a whole or materially interfere with the Mortgageemortgagee’s realization of the principal benefits and/or security provided thereby (clauses (ai) and (bii) collectively, the “Standard Qualifications”). Except as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Purchased 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 Purchased Loan, that would deny the Mortgagee mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Purchased Loan Documents.

Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases (if and Rents(if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Purchased Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency, one-action or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except (ai) as such enforcement may be limited by (ia) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (iib) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (bii) that certain provisions in such Purchased Mortgage 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, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in clause (ai) above) such limitations or unenforceability will not render such Purchased Mortgage Loan Documents invalid as a whole or materially interfere with the Mortgageemortgagee’s realization of the principal benefits and/or security provided thereby (clauses (ai) and (bii) collectively, the “Standard Qualifications”). Except as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Purchased Mortgage 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 Purchased Mortgage Loan, that would deny the Mortgagee mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Purchased Mortgage Loan Documents.

Loan Document Status. Each related Mortgage Note, Mortgage, Assignment of Leases Leases, Rents and Profits (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagorborrower, guarantor or other obligor in connection with such Purchased Mortgage Loan is the legal, valid and binding obligation of the related Mortgagorborrower, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency, one-action or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except (ai) as such enforcement may be limited by (ia) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (iib) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (bii) that certain provisions in such Purchased 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, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in clause (ai) above) such limitations or unenforceability will not render such Purchased Loan Documents invalid as a whole or materially interfere with the Mortgageemortgagee’s realization of the principal benefits and/or security provided thereby (clauses (ai) and (bii) collectively, the “Standard Qualifications”). Except as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor borrower with respect to any of the related Mortgage Notes, Mortgages or other Purchased 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 Purchased Mortgage Loan, that would deny the Mortgagee mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Purchased Loan Documents.

Loan Document Status. Each related Mortgage Notemortgage note, Mortgagemortgage, Assignment of Leases (if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Purchased Mortgage Loan is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency, one-action deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except (a) as such enforcement may be limited by (i) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (b) except that certain provisions in such Purchased Loan Documents (including, without limitation, provisions requiring the payment of default interest, late fees or prepaymentprepayment premium/yield maintenance or prepayment fees, charges and/or premiumscharge) are, or may be, be further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in clause (a) above) such limitations or unenforceability will not render such Purchased Loan Documents invalid as a whole or materially interfere with the Mortgagee’s realization of the principal benefits and/or security provided thereby (clauses (ai) and (bii) collectively, the “Standard Qualifications”). Except as set forth in the immediately preceding sentencessentence, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notesmortgage notes, Mortgages mortgages or other Purchased 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 Purchased Mortgage Loan, that would deny the Mortgagee the principal benefits intended to be provided by the Mortgage Notemortgage note, Mortgage mortgage or other Purchased Loan Documents.

Loan Document Status. (a) Each related Mortgage Note, Mortgage, Assignment of Leases (if and Rents(if a separate instrument), guaranty and other agreement executed by or on behalf of the related Mortgagor, guarantor or other obligor in connection with such Purchased Loan Asset is the legal, valid and binding obligation of the related Mortgagor, guarantor or other obligor (subject to any non-recourse provisions contained in any of the foregoing agreements and any applicable state anti-deficiency, one-action deficiency or market value limit deficiency legislation), as applicable, and is enforceable in accordance with its terms, except (ai) as such enforcement may be limited by (ia) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and (iib) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law) and (bii) that certain provisions in such Purchased Loan Asset 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, further limited or rendered unenforceable by or under applicable law, but (subject to the limitations set forth in clause (ai) above) such limitations or unenforceability will not render such Purchased Loan Asset Documents invalid as a whole or materially interfere with the Mortgageemortgagee’s realization of the principal benefits and/or security provided thereby (clauses (ai) and (bii) collectively, the “Standard Qualifications”). . (b) Except as set forth in the immediately preceding sentences, there is no valid offset, defense, counterclaim or right of rescission available to the related Mortgagor with respect to any of the related Mortgage Notes, Mortgages or other Purchased Loan Asset 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 Purchased LoanAsset, that would deny the Mortgagee mortgagee the principal benefits intended to be provided by the Mortgage Note, Mortgage or other Purchased Loan Asset Documents.