Common use of REPRESENTATIONS AND WARRANTIES AS TO ASSETS Clause in Contracts

REPRESENTATIONS AND WARRANTIES AS TO ASSETS. The Company represents and warrants to the Trustee and the related Trust, effective as of the Closing Date, that the following information is true and correct in all material respects: (a) The information pertaining to each Asset set forth in the Asset Schedule was true and correct at the date or dates respecting which such information was furnished. (b) The Company is the owner of, or holder of a perfected first priority security interest in, each Asset. (c) The Company acquired its ownership of, or security interest in, each such Asset in good faith without notice of any adverse claim. (d) Except for the sale to the Trust the Company has not assigned any interest or participation in each such Asset (or, if any such interest or participation has been assigned, it has been released). (e) The Company has full right to sell the Trust Estate to the Trust. It is understood and agreed that the representations and warranties set forth in this Section 2.05 shall survive delivery of the respective Contract Files to the Servicer as custodian for the Trustee and of the respective Trustee Mortgage Loan Files to the Trustee or its Custodian and shall inure to the benefit of the Trustee notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Company, the Servicer or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to the Pooling and Servicing Agreement. It is understood and agreed that the obligations of the Company set forth in Section 2.06 to cure, substitute for or repurchase a Contract constitute the sole remedies available to the Certificateholders or to the Trustee on their behalf respecting a breach of the representations and warranties contained in this Section 2.05. It is further understood and agreed that the Company shall be deemed not to have made the representations and warranties in this Section 2.05 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 2.05, by the Seller in the related Sales Agreement assigned to the Trustee.

REPRESENTATIONS AND WARRANTIES AS TO ASSETS. The Company OMI represents and warrants to the Trustee and the related TrustTrustee, effective as of the Closing Date, that the following information is true and correct in all material respects: (a) The information pertaining to each Asset set forth in the Asset Schedule was true and correct at the date or dates respecting which such information was furnished. (b) The Company OMI is the owner of, or holder of a perfected first priority security interest in, each Asset. (c) The Company OMI acquired its ownership of, or security interest in, each such Asset in good faith without notice of any adverse claim. (d) Except for the sale to the Trust the Company Trustee, OMI has not assigned any interest or participation in each such Asset (or, if any such interest or participation has been assigned, it has been released). (e) The Company OMI has full right to sell the Trust Estate to the TrustTrustee. It is understood and agreed that the representations and warranties set forth in this Section 2.05 shall survive delivery of the respective Contract Files to the Servicer as custodian for the Trustee and of the respective Trustee Mortgage Loan Files to the Trustee or its Custodian and shall inure to the benefit of the Trustee notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the CompanyOMI, the Servicer or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to the Pooling and Servicing Agreement. It is understood and agreed that the obligations of the Company OMI set forth in Section 2.06 to cure, substitute for or repurchase a Contract constitute the sole remedies available to the Certificateholders or to the Trustee on their behalf respecting a breach of the representations and warranties contained in this Section 2.05. It is further understood and agreed that the Company OMI shall be deemed not to have made the representations and warranties in this Section 2.05 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 2.05, by the Seller in the related Sales Agreement assigned to the Trustee.

REPRESENTATIONS AND WARRANTIES AS TO ASSETS. The Company Depositor represents and warrants to the Trustee and the related TrustTrustee, effective as of the Closing Date, that the following information is true and correct in all material respects: (a) The information pertaining to each Asset set forth in the Asset Schedule was true and correct at the date or dates respecting which such information was furnished. (b) The Company Depositor is the owner of, or holder of a perfected first priority security interest in, each Asset. (c) The Company Depositor acquired its ownership of, or security interest in, each such Asset in good faith without notice of any adverse claim. (d) Except for the sale to the Trust Trustee, the Company Depositor has not assigned any interest or participation in each such Asset (or, if any such interest or participation has been assigned, it has been released). (e) The Company Depositor has full right to sell the Trust Estate to the TrustTrustee. It is understood and agreed that the representations and warranties set forth in this Section 2.05 2.04 shall survive delivery of the respective Contract Files to the Servicer as custodian for the Trustee and of the respective Trustee Mortgage Loan Files to the Trustee or its Custodian and shall inure to the benefit of the Trustee notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the CompanyDepositor, the Master Servicer or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to the Pooling and Servicing Agreement. It is understood and agreed that the obligations of the Company Depositor set forth in Section 2.06 2.05 to cure, substitute for or repurchase a Contract an Asset constitute the sole remedies available to the Certificateholders or to the Trustee on their behalf respecting a breach of the representations and warranties contained in this Section 2.052.04. It is further understood and agreed that the Company Depositor shall be deemed not to have made the representations and warranties in this Section 2.05 2.04 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 2.052.04, by the Seller in the related Sales Agreement assigned to the Trustee.

REPRESENTATIONS AND WARRANTIES AS TO ASSETS. The Company represents and warrants to the Trustee and the related TrustTrustee, effective as of the Closing Date, that the following information is true and correct in all material respects: (a) The information pertaining to each Asset set forth in the Asset Schedule was true and correct at the date or dates respecting which such information was furnished. (b) The Company is the owner of, or holder of a perfected first priority security interest in, each Asset. (c) The Company acquired its ownership of, or security interest in, each such Asset in good faith without notice of any adverse claim. (d) Except for the sale to the Trust Trustee, the Company has not assigned any interest or participation in each such Asset (or, if any such interest or participation has been assigned, it has been released). (e) The Company has full right to sell the Trust Estate to the TrustTrustee. It is understood and agreed that the representations and warranties set forth in this Section 2.05 shall survive delivery of the respective Contract Files to the Servicer as custodian for the Trustee and of the respective Trustee Mortgage Loan Files to the Trustee or its Custodian and shall inure to the benefit of the Trustee notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Company, the Servicer or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to the Pooling and Servicing Agreement. It is understood and agreed that the obligations of the Company set forth in Section 2.06 to cure, substitute for or repurchase a Contract constitute the sole remedies available to the Certificateholders or to the Trustee on their behalf respecting a breach of the representations and warranties contained in this Section 2.05. It is further understood and agreed that the Company shall be deemed not to have made the representations and warranties in this Section 2.05 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 2.05, by the Seller in the related Sales Agreement assigned to the Trustee.

REPRESENTATIONS AND WARRANTIES AS TO ASSETS. The Company Depositor represents and warrants to the Trustee and the related TrustTrustee, effective as of the Closing Date, that the following information is true and correct in all material respects: (a) The information pertaining to each Asset set forth in the Asset Schedule was true and correct at the date or dates respecting which such information was furnished. (b) The Company Depositor is the owner of, or holder of a perfected first priority security interest in, each Asset. (c) The Company Depositor acquired its ownership of, or security interest in, each such Asset in good faith without notice of any adverse claim. (d) Except for the sale to the Trust Trustee, the Company Depositor has not assigned any interest or participation in each such Asset (or, if any such interest or participation has been assigned, it has been released). (e) The Company Depositor has full right to sell the Trust Estate to the TrustTrustee. It is understood and agreed that the representations and warranties set forth in this Section 2.05 2.04 shall survive delivery of the respective Contract Files to the Servicer as custodian for the Trustee and of the respective Trustee Mortgage Loan Files to the Trustee or its Custodian and shall inure to the benefit of the Trustee Trust notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the CompanyDepositor, the Master Servicer or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to the Pooling and Servicing Agreement. It is understood and agreed that the obligations of the Company Depositor set forth in Section 2.06 2.05 to cure, substitute for or repurchase a Contract an Asset constitute the sole remedies against the Depositor available to the Certificateholders or to the Trustee on their behalf respecting a breach of the representations and warranties contained in this Section 2.052.04. It is further understood and agreed that the Company Depositor shall be deemed not to have made the representations and warranties in this Section 2.05 2.04 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 2.052.04, by the Seller in the related Sales Agreement assigned to the TrusteeTrust.

REPRESENTATIONS AND WARRANTIES AS TO ASSETS. The Company OMI represents and warrants to the Trustee and the related TrustTrustee, effective as of the Closing Date, that the following information is true and correct in all material respects: (a) The information pertaining to each Asset set forth in the Asset Schedule was true and correct at the date or dates respecting which such information was furnished. (b) The Company OMI is the sole owner of, or holder of a perfected first priority security interest in, each Asset. (c) The Company OMI acquired its ownership of, or security interest in, each such Asset in good faith faith, for value without notice of any adverse claim. (d) Except for the sale to the Trust the Company Trustee, OMI has not assigned any interest or participation in each such Asset (or, if any such interest or participation has been assigned, it has been released). (e) The Company OMI has full right to sell the Trust Estate to the TrustTrustee. It is understood and agreed that the representations and warranties set forth in this Section 2.05 shall survive delivery of the respective Contract Files to the Servicer as custodian for the Trustee and of the respective Trustee Mortgage Loan Files to the Trustee or its Custodian and shall inure to the benefit of the Trustee notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the CompanyOMI, the Servicer or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to the Pooling and Servicing Agreement. It is understood and agreed that the obligations of the Company OMI set forth in Section 2.06 to cure, substitute for or repurchase a Contract constitute the sole remedies available to the Certificateholders or to the Trustee on their behalf respecting a breach of the representations and warranties contained in this Section 2.05. It is further understood and agreed that the Company OMI shall be deemed not to have made the representations and warranties in this Section 2.05 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 2.05, by the Seller in the related Sales Agreement assigned to the Trustee.

REPRESENTATIONS AND WARRANTIES AS TO ASSETS. The Company represents and warrants to the Trustee and the related TrustTrustee, effective as of the Closing Date, that the following information is true and correct in all material respects: (a) The information pertaining to each Asset set forth in the Asset Schedule was true and correct at the date or dates respecting which such information was furnished. (b) The Company is the owner of, or holder of a perfected first priority security interest in, each Asset. (c) The Company acquired its ownership of, or security interest in, each such Asset in good faith without notice of any adverse claim. (d) Except for the sale to the Trust Trustee, the Company has not assigned any interest or participation in each such Asset (or, if any such interest or participation has been assigned, it has been released). (e) The Company has full right to sell the Trust Estate to the TrustTrustee. It is understood and agreed that the representations and warranties set forth in this Section 2.05 shall survive delivery of the respective Contract Files to the Servicer as custodian for the Trustee and of the respective Trustee Mortgage Loan Files to the Trustee or its Custodian and shall inure to the benefit of the Trustee notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by the Company, the Servicer or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the other parties to the Pooling and Servicing Agreement. It is understood and agreed that the obligations of the Company set forth in Section 2.06 to cure, substitute for or repurchase a Contract constitute the sole remedies available to the Certificateholders or to the Trustee on their behalf respecting a breach of the representations and warranties contained in this Section 2.05. It is further understood and agreed that the Company shall be deemed not to have made the representations and warranties in this Section 2.05 with respect to, and to the extent of, representations and warranties made, as to the matters covered in this Section 2.05, by the Seller in the related Sales Agreement assigned to the Trustee.this