Assignment of Transfer Agreement Representations and Warranties as to the Individual Mortgage Loans and the Mortgage Pool Sample Clauses

Assignment of Transfer Agreement Representations and Warranties as to the Individual Mortgage Loans and the Mortgage Pool. Pursuant to SECTION 2.01, each Depositor assigns to the Trustee (for the benefit of the Certificateholders and the Certificate Insurer, as their interests may appear) all of its right, title and interest in, to and under the Transfer Agreement including, without limitation, the representations and warranties of the Originators made to the Depositors pursuant to Section 3.01 of the Transfer Agreement. The Depositors hereby represent and warrant to the Trustee that the Depositors have taken no action which would cause such representations and warranties of the Originators to be false in any material respect as of the Closing Date, and acknowledge that the Trustee relies on the representations and warranties of the Depositors under this Agreement and of the Originators under the Transfer Agreement in accepting the Mortgage Loans and executing and delivering the Certificates. The foregoing representation and warranty speaks as of the Closing Date, but shall survive the transfer and assignment of the Mortgage Loans to the Trustee for the benefit of the Certificateholders and the Certificate Insurer, as their interests may appear. Each Depositor hereby represents and warrants as follows to the Trustee, the Certificate Insurer and the Certificateholders, with respect to each Mortgage Loan as of the Closing Date (except as otherwise indicated); provided, that all references to percentages of the Mortgage Loans in this SECTION 3.02 refer in each case to the percentage of the aggregate Principal Balance of the Mortgage Loans (or of the Mortgage Loans in Fixed Rate Group 1, Fixed Rate Group 2 or Adjustable Rate Group, as applicable) as of the Cut-off Date (rounded to two decimal points):
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