(j) Purchased Loans. All of the servicing rights with respect to the Purchased Loans are held by Bank. Except as is not and would not reasonably be expected to be, individually or in the aggregate, material to the PR Branch, the Purchased Assets and the Assumed Liabilities taken as a whole:
(1) Each Purchased Loan is evidenced by a promissory note or other evidence of indebtedness, which, together with all security agreements and guarantees, is a valid and legally binding obligation of Seller and, to the Knowledge of Seller, of the counterparty or counterparties thereto, and is enforceable in accordance with its terms (except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors rights or by general equity principles).
(2) Each Purchased Loan (x) originally underwritten by Seller or any of its Affiliates or (y) held by Seller or any of its Affiliates (including, in the case of clauses (x) and (y), Purchased Loans held for resale or previously sold to investors) has been solicited and originated, and, in the case of clause (y), the Knowledge of Seller, has been and is administered and, where applicable, serviced, and the relevant files are being maintained in accordance with (i) the relevant Loan Documents, (ii) in the case of any Purchased Loans originated or underwritten by Seller, Sellers underwriting standards and with applicable Law in effect at the time such Purchased Loan was originated and (iii) in the case of any Purchased Loan held for resale to investors, the underwriting standards, if any, of the applicable investors. The Loan Documents as they relate to the Purchased Loans are enforceable in accordance with their terms.
(3) With respect to each Purchased Loan that is secured by collateral, Seller has a valid, perfected and enforceable security interest or lien in such collateral.
(4) Except for the representations and warranties set forth in this Section 5.1(j) and those set forth in Section 5.1(l), Seller does not make any representation or warranty of any kind to Purchaser relating to and Seller shall not be responsible for: (i) the sufficiency, value or collectability of the Purchased Loans or any document, instrument or agreement in the loan file, including, without limitation, documents granting Seller or any of its Affiliates a security interest in any collateral relating to a Purchased Loan, (ii) any representation, warranty or statement made by an obligor or other party in connection with any Purchased Loan or in any of the documents, instruments and agreements relating to any Purchased Loan, (iii) the financial condition or creditworthiness of any primary or secondary obligor under any Purchased Loan or any guarantor or surety or other obligor thereof, (iv) the performance by the obligor or compliance with any of the terms or provisions of any of the documents, instruments and agreements relating to any Purchased Loan, or (v) inspecting any of the property, books or records of any obligor.
(k) Assumed Contracts; Assumed Letters of Credit. Seller has Previously Disclosed a true, correct and complete list of each Assumed Contract and Assumed Letter of Credit, and made available to Purchaser, true, complete and correct copies of each Assumed Letter of Credit. Except with respect to Purchased Loans, which are addressed in clause (j) above, each Assumed Contract and Assumed Letter of Credit (1) is a valid and binding agreement of Seller and, to the Knowledge of Seller, the counterparty thereto, and is in full force and effect in all material respects, and neither Seller nor, to the Knowledge of Seller, the counterparty to such contract is in material default or breach of the terms of any such Assumed Contract or Assumed Letter of Credit; and (2) is enforceable against Seller and, to the Knowledge of Seller is enforceable against the counterparty thereto (except as enforceability may