Common use of Representations and Warranties of the Depositor and the Grantor Trust Trustee Clause in Contracts

Representations and Warranties of the Depositor and the Grantor Trust Trustee. (a) The Depositor hereby represents and warrants to the Grantor Trust Trustee, and for the benefit of the Grantor Trust Certificateholders, as of the Closing Date, that: (i) The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Depositor is possessed of all licenses necessary to carry on its business. (ii) The execution and delivery of this Agreement by the Depositor, and the performance and compliance with the terms of this Agreement by the Depositor, will not violate the Depositor’s certificate of incorporation or bylaws 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 instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Depositor has the full right, power and authority to enter into and consummate all transactions contemplated by this Agreement, including but not limited to selling the Underlying Securities to the Grantor Trust Trustee, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Grantor Trust Trustee, constitutes a valid, legal and binding obligation of the Depositor, enforceable against the Depositor in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Depositor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of 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 is likely to affect materially and adversely either the ability of the Depositor to perform its obligations under this Agreement or the financial condition of the Depositor. (vi) No litigation is pending or, to the best of the Depositor’s knowledge, threatened against the Depositor which, if determined adversely to the Depositor, would prohibit the Depositor from entering into this Agreement or is likely to materially and adversely affect either the ability of the Depositor to perform its obligations under this Agreement or the financial condition of the Depositor. (vii) The Depositor was, immediately prior to the transfer of the Underlying Securities to the Grantor Trust Trustee, the sole owner thereof free and clear of any lien, pledge, charge or encumbrance of any kind (except any lien created by this Agreement). (viii) The Depositor acquired the Underlying Securities in good faith without notice of any adverse claim, lien, charge, encumbrance or security interest (including without limitation, federal tax liens or liens arising under ERISA). (ix) The Depositor has not assigned any interest in the Underlying Securities or any distributions thereon, except as contemplated herein. (x) The Grantor Trust Trustee, will be entitled to distributions under the Underlying Agreement equal to all distributions of interest and principal made on the Underlying Securities. (xi) The information relating to the Underlying Securities set forth in Schedule A is true and correct in all material respects. (xii) The Underlying Securities are registered on the books of the Depository in the name of the Grantor Trust Trustee or its financial intermediary on behalf of the Grantor Trust Trustee. (xiii) The Underlying Securities are “regular interests” in a real estate mortgage investment conduit within the meaning of Section 860G(a)(1) of the Code. (xiv) The Depositor has no actual knowledge after reasonable inquiry that any of the Underlying Securities (1) were not validly issued by the underlying trust, (2) are not outstanding, (3) are not the legal, valid, binding and enforceable obligation of the underlying trust, and (4) are not entitled to the benefits of the Underlying Agreement pursuant to which such Underlying Security was issued (except as limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or to the extent that such enforceability may be subject to the exercise of judicial discretion in accordance with general equitable principles). (xv) The information relating to the Underlying Securities set forth on Schedule A hereto conforms to information set forth in the Prospectus dated June 28, 2007 and the Prospectus Supplement dated September 17, 2007 for the Structured Asset Mortgage Investments II Trust 2007-AR7 Class A-4 Certificates and the Structured Asset Mortgage Investments II Trust 2007-AR7 Class III-A-2 Certificates. (b) The Grantor Trust Trustee hereby represents and warrants to the Depositor and for the benefit of the Grantor Trust Certificateholders, as of the Closing Date, that: (i) The Grantor Trust Trustee is a national banking association, duly organized and validly existing under the laws of the United States of America. (ii) The execution and delivery of this Agreement by the Grantor Trust Trustee, and the performance and compliance with the terms of this Agreement by the Grantor Trust Trustee, will not violate the Grantor Trust Trustee’s charter or bylaws 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 instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Grantor Trust Trustee has the full power and authority to enter into and 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. (iv) This Agreement, assuming due authorization, execution and delivery by the Depositor, constitutes a valid, legal and binding obligation of the Grantor Trust Trustee, enforceable against the Grantor Trust Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Grantor Trust Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of 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 is likely to affect materially and adversely the ability of the Grantor Trust Trustee to perform its obligations under this Agreement. (vi) No litigation is pending or, to the best of the Grantor Trust Trustee’s knowledge, threatened against the Grantor Trust Trustee which would prohibit the Grantor Trust Trustee from entering into this Agreement or is likely to materially and adversely affect the ability of the Grantor Trust Trustee to perform its obligations under this Agreement. (vii) The Underlying Securities will be held by the Grantor Trust Trustee through the Depository or its nominee; it has acquired the Underlying Securities on behalf of the Grantor Trust Certificateholders from the Depositor in good faith, for value, and the Grantor Trust Trustee has not received notice of, and has no actual knowledge of, any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA); it has not and will not, in any capacity except as Grantor Trust Trustee, on behalf of the Grantor Trust Certificateholders, assert any claim or interest in the Underlying Securities and will hold the Underlying Securities and the proceeds thereof in trust pursuant to the terms of this Agreement; and it has not encumbered or transferred its right, title or interest in the Underlying Securities. (c) It is understood and agreed that the foregoing representations and warranties shall survive the execution and delivery of this Agreement. Upon discovery by either party hereto of a breach of any of the foregoing representations and warranties which materially and adversely affects the interests of the Grantor Trust Certificateholders or either party hereto, the party discovering such breach will give prompt written notice thereof to the other party hereto and to the Grantor Trust Certificateholders. Within thirty (30) days of the earlier of either discovery by or notice to the Depositor of any breach of a representation or warranty of the Depositor that materially and adversely affects the interests of the Grantor Trust Certificateholders, the Depositor shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Depositor shall, at the election of the Majority Grantor Trust Certificateholders, repurchase the Underlying Security affected by the breach at the Repurchase Price. If the Depositor is to repurchase any Underlying Security, the Grantor Trust Trustee shall promptly determine the Repurchase Price in accordance with the definition thereof. Repurchase of any Underlying Security pursuant to the foregoing provisions of this Section 2.03(c) shall be accomplished by deposit by the Depositor in the Certificate Account on the Business Day prior to the next succeeding Distribution Date of the amount of the Repurchase Price.

Representations and Warranties of the Depositor and the Grantor Trust Trustee. (a) The Depositor hereby represents and warrants to the Grantor Trust Trustee, and for the benefit of the Grantor Trust Certificateholders, as of the Closing Date, that: (i) The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Depositor is possessed of all licenses necessary to carry on its business. (ii) The execution and delivery of this Agreement by the Depositor, and the performance and compliance with the terms of this Agreement by the Depositor, will not violate the Depositor’s certificate of incorporation or bylaws 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 instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Depositor has the full right, power and authority to enter into and consummate all transactions contemplated by this Agreement, including but not limited to selling the Underlying Securities to the Grantor Trust Trustee, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Grantor Trust Trustee, constitutes a valid, legal and binding obligation of the Depositor, enforceable against the Depositor in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Depositor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of 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 is likely to affect materially and adversely either the ability of the Depositor to perform its obligations under this Agreement or the financial condition of the Depositor. (vi) No litigation is pending or, to the best of the Depositor’s knowledge, threatened against the Depositor which, if determined adversely to the Depositor, would prohibit the Depositor from entering into this Agreement or is likely to materially and adversely affect either the ability of the Depositor to perform its obligations under this Agreement or the financial condition of the Depositor. (vii) The Depositor was, immediately prior to the transfer of the Underlying Securities to the Grantor Trust Trustee, the sole owner thereof free and clear of any lien, pledge, charge or encumbrance of any kind (except any lien created by this Agreement). (viii) The Depositor acquired the Underlying Securities in good faith without notice of any adverse claim, lien, charge, encumbrance or security interest (including without limitation, federal tax liens or liens arising under ERISA). (ix) The Depositor has not assigned any interest in the Underlying Securities or any distributions thereon, except as contemplated herein. (x) The Grantor Trust Trustee, will be entitled to distributions under the Underlying Agreement Agreements equal to all distributions of interest and principal made on the Underlying Securities. (xi) The information relating to the Underlying Securities set forth in Schedule A is true and correct in all material respects. (xii) The Underlying Securities are registered on the books of the Depository in the name of the Grantor Trust Trustee or its financial intermediary on behalf of the Grantor Trust Trustee. (xiii) The Underlying Securities other than the Bear Sxxxxxx ARM Trust 2007-2 Class II-A-1 Notes are “regular interests” in a real estate mortgage investment conduit within the meaning of Section 860G(a)(1) of the Code, and the Bear Sxxxxxx ARM Trust 2007-2 Class II-A-1 Notes are indebtedness for federal income tax purposes. (xiv) The Depositor has no actual knowledge after reasonable inquiry that any of the Underlying Securities (1) were not validly issued by the related underlying trust, (2) are not outstanding, (3) are not the legal, valid, binding and enforceable obligation of the related underlying trust, and (4) are not entitled to the benefits of the related Underlying Agreement pursuant to which such Underlying Security was issued (except as limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or to the extent that such enforceability may be subject to the exercise of judicial discretion in accordance with general equitable principles). (xv) The information relating to the Underlying Securities set forth on Schedule A hereto conforms to information set forth in the Prospectus dated December 20, 2004 and the Prospectus Supplement dated August 29, 2005 for the Bear Sxxxxxx ALT-A Trust 2005-8 Class II-1A-1 Certificates, the Prospectus dated December 20, 2004 and the Prospectus Supplement dated September 28, 2005 for the Bear Sxxxxxx ALT-A Trust 2005-9 Class II-3A-1 Certificates, the Prospectus dated December 20, 2004 and the Prospectus Supplement dated December 28, 2005 for the Bear Sxxxxxx ALT -A Trust 2005-10 Class II-5A-1 Certificates, the Prospectus dated March 28, 2006 and the Prospectus Supplement dated April 27, 2006 for the Bear Sxxxxxx ALT-A Trust 2006-3 Class II-3A-1 Certificates, the Prospectus dated March 20, 2007 and the Prospectus Supplement dated March 29, 2007 for the Bear Sxxxxxx ALT-A Trust 2007-2 Class II-A-1 Certificates, and the Prospectus dated June 28, 2007 and the Prospectus Supplement dated September 17June 28, 2007 for the Structured Asset Mortgage Investments II Bear Sxxxxxx ARM Trust 2007-AR7 2 Class A-4 Certificates and the Structured Asset Mortgage Investments II Trust 2007II-AR7 Class III-A-2 CertificatesA-1 Notes. (b) The Grantor Trust Trustee hereby represents and warrants to the Depositor and for the benefit of the Grantor Trust Certificateholders, as of the Closing Date, that: (i) The Grantor Trust Trustee is a national banking association, duly organized and validly existing under the laws of the United States of America. (ii) The execution and delivery of this Agreement by the Grantor Trust Trustee, and the performance and compliance with the terms of this Agreement by the Grantor Trust Trustee, will not violate the Grantor Trust Trustee’s charter or bylaws 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 instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Grantor Trust Trustee has the full power and authority to enter into and 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. (iv) This Agreement, assuming due authorization, execution and delivery by the Depositor, constitutes a valid, legal and binding obligation of the Grantor Trust Trustee, enforceable against the Grantor Trust Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Grantor Trust Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of 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 is likely to affect materially and adversely the ability of the Grantor Trust Trustee to perform its obligations under this Agreement. (vi) No litigation is pending or, to the best of the Grantor Trust Trustee’s knowledge, threatened against the Grantor Trust Trustee which would prohibit the Grantor Trust Trustee from entering into this Agreement or is likely to materially and adversely affect the ability of the Grantor Trust Trustee to perform its obligations under this Agreement. (vii) The Underlying Securities will be held by the Grantor Trust Trustee through the Depository or its nominee; it has acquired the Underlying Securities on behalf of the related Grantor Trust Certificateholders from the Depositor in good faith, for value, and the Grantor Trust Trustee has not received notice of, and has no actual knowledge of, any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA); it has not and will not, in any capacity except as Grantor Trust Trustee, on behalf of the related Grantor Trust Certificateholders, assert any claim or interest in the related Underlying Securities and will hold the related Underlying Securities and the proceeds thereof in trust pursuant to the terms of this Agreement; and it has not encumbered or transferred its right, title or interest in the Underlying Securities. (c) It is understood and agreed that the foregoing representations and warranties shall survive the execution and delivery of this Agreement. Upon discovery by either party hereto of a breach of any of the foregoing representations and warranties which materially and adversely affects the interests of the related Grantor Trust Certificateholders or either party hereto, the party discovering such breach will give prompt written notice thereof to the other party hereto and to the related Grantor Trust Certificateholders. Within thirty (30) days of the earlier of either discovery by or notice to the Depositor of any breach of a representation or warranty of the Depositor that materially and adversely affects the interests of the related Grantor Trust Certificateholders, the Depositor shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Depositor shall, at the election of the related Majority Grantor Trust Certificateholders, repurchase the related Underlying Security affected by the breach at the Repurchase Price. If the Depositor is to repurchase any Underlying Security, the Grantor Trust Trustee shall promptly determine the Repurchase Price in accordance with the definition thereof. Repurchase of any Underlying Security pursuant to the foregoing provisions of this Section 2.03(c) shall be accomplished by deposit by the Depositor in the Certificate Account on the Business Day prior to the next succeeding Distribution Date of the amount of the Repurchase Price.

Representations and Warranties of the Depositor and the Grantor Trust Trustee. (a) The Depositor hereby represents and warrants to the Grantor Trust Trustee, and for the benefit of the Grantor Trust Certificateholders, as of the Closing Date, that: (i) The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Depositor is possessed of all licenses necessary to carry on its business. (ii) The execution and delivery of this Agreement by the Depositor, and the performance and compliance with the terms of this Agreement by the Depositor, will not violate the Depositor’s certificate of incorporation or bylaws 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 instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Depositor has the full right, power and authority to enter into and consummate all transactions contemplated by this Agreement, including but not limited to selling the Underlying Securities to the Grantor Trust Trustee, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by the Grantor Trust Trustee, constitutes a valid, legal and binding obligation of the Depositor, enforceable against the Depositor in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Depositor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of 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 is likely to affect materially and adversely either the ability of the Depositor to perform its obligations under this Agreement or the financial condition of the Depositor. (vi) No litigation is pending or, to the best of the Depositor’s knowledge, threatened against the Depositor which, if determined adversely to the Depositor, would prohibit the Depositor from entering into this Agreement or is likely to materially and adversely affect either the ability of the Depositor to perform its obligations under this Agreement or the financial condition of the Depositor. (vii) The Depositor was, immediately prior to the transfer of the Underlying Securities to the Grantor Trust Trustee, the sole owner thereof free and clear of any lien, pledge, charge or encumbrance of any kind (except any lien created by this Agreement). (viii) The Depositor acquired the Underlying Securities in good faith without notice of any adverse claim, lien, charge, encumbrance or security interest (including without limitation, federal tax liens or liens arising under ERISA). (ix) The Depositor has not assigned any interest in the Underlying Securities or any distributions thereon, except as contemplated herein. (x) The Grantor Trust Trustee, will be entitled to distributions under the Underlying Agreement Agreements equal to all distributions of interest and principal made on the Underlying Securities. (xi) The information relating to the Underlying Securities set forth in Schedule A is true and correct in all material respects. (xii) The Underlying Securities are registered on the books of the Depository in the name of the Grantor Trust Trustee or its financial intermediary on behalf of the Grantor Trust Trustee. (xiii) The Underlying Securities other than the Bear Xxxxxxx ARM Trust 2007-2 Class II-A-1 Notes are “regular interests” in a real estate mortgage investment conduit within the meaning of Section 860G(a)(1) of the Code, and the Bear Xxxxxxx ARM Trust 2007-2 Class II-A-1 Notes are indebtedness for federal income tax purposes. (xiv) The Depositor has no actual knowledge after reasonable inquiry that any of the Underlying Securities (1) were not validly issued by the related underlying trust, (2) are not outstanding, (3) are not the legal, valid, binding and enforceable obligation of the related underlying trust, and (4) are not entitled to the benefits of the related Underlying Agreement pursuant to which such Underlying Security was issued (except as limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally or to the extent that such enforceability may be subject to the exercise of judicial discretion in accordance with general equitable principles). (xv) The information relating to the Underlying Securities set forth on Schedule A hereto conforms to information set forth in the Prospectus dated December 20, 2004 and the Prospectus Supplement dated August 29, 2005 for the Bear Xxxxxxx ALT-A Trust 2005-8 Class II-1A-1 Certificates, the Prospectus dated December 20, 2004 and the Prospectus Supplement dated September 28, 2005 for the Bear Xxxxxxx ALT-A Trust 2005-9 Class II-3A-1 Certificates, the Prospectus dated December 20, 2004 and the Prospectus Supplement dated December 28, 2005 for the Bear Xxxxxxx ALT -A Trust 2005-10 Class II-5A-1 Certificates, the Prospectus dated March 28, 2006 and the Prospectus Supplement dated April 27, 2006 for the Bear Xxxxxxx ALT-A Trust 2006-3 Class II-3A-1 Certificates, the Prospectus dated March 20, 2007 and the Prospectus Supplement dated March 29, 2007 for the Bear Xxxxxxx ALT-A Trust 2007-2 Class II-A-1 Certificates, and the Prospectus dated June 28, 2007 and the Prospectus Supplement dated September 17June 28, 2007 for the Structured Asset Mortgage Investments II Bear Xxxxxxx ARM Trust 2007-AR7 2 Class A-4 Certificates and the Structured Asset Mortgage Investments II Trust 2007II-AR7 Class III-A-2 CertificatesA-1 Notes. (b) The Grantor Trust Trustee hereby represents and warrants to the Depositor and for the benefit of the Grantor Trust Certificateholders, as of the Closing Date, that: (i) The Grantor Trust Trustee is a national banking association, duly organized and validly existing under the laws of the United States of America. (ii) The execution and delivery of this Agreement by the Grantor Trust Trustee, and the performance and compliance with the terms of this Agreement by the Grantor Trust Trustee, will not violate the Grantor Trust Trustee’s charter or bylaws 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 instrument to which it is a party or which is applicable to it or any of its assets. (iii) The Grantor Trust Trustee has the full power and authority to enter into and 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. (iv) This Agreement, assuming due authorization, execution and delivery by the Depositor, constitutes a valid, legal and binding obligation of the Grantor Trust Trustee, enforceable against the Grantor Trust Trustee in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) The Grantor Trust Trustee is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of 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 is likely to affect materially and adversely the ability of the Grantor Trust Trustee to perform its obligations under this Agreement. (vi) No litigation is pending or, to the best of the Grantor Trust Trustee’s knowledge, threatened against the Grantor Trust Trustee which would prohibit the Grantor Trust Trustee from entering into this Agreement or is likely to materially and adversely affect the ability of the Grantor Trust Trustee to perform its obligations under this Agreement. (vii) The Underlying Securities will be held by the Grantor Trust Trustee through the Depository or its nominee; it has acquired the Underlying Securities on behalf of the related Grantor Trust Certificateholders from the Depositor in good faith, for value, and the Grantor Trust Trustee has not received notice of, and has no actual knowledge of, any adverse claim, lien, charge, encumbrance or security interest (including, without limitation, federal tax liens or liens arising under ERISA); it has not and will not, in any capacity except as Grantor Trust Trustee, on behalf of the related Grantor Trust Certificateholders, assert any claim or interest in the related Underlying Securities and will hold the related Underlying Securities and the proceeds thereof in trust pursuant to the terms of this Agreement; and it has not encumbered or transferred its right, title or interest in the Underlying Securities. (c) It is understood and agreed that the foregoing representations and warranties shall survive the execution and delivery of this Agreement. Upon discovery by either party hereto of a breach of any of the foregoing representations and warranties which materially and adversely affects the interests of the related Grantor Trust Certificateholders or either party hereto, the party discovering such breach will give prompt written notice thereof to the other party hereto and to the related Grantor Trust Certificateholders. Within thirty (30) days of the earlier of either discovery by or notice to the Depositor of any breach of a representation or warranty of the Depositor that materially and adversely affects the interests of the related Grantor Trust Certificateholders, the Depositor shall use its best efforts promptly to cure such breach in all material respects and, if such breach cannot be cured, the Depositor shall, at the election of the related Majority Grantor Trust Certificateholders, repurchase the related Underlying Security affected by the breach at the Repurchase Price. If the Depositor is to repurchase any Underlying Security, the Grantor Trust Trustee shall promptly determine the Repurchase Price in accordance with the definition thereof. Repurchase of any Underlying Security pursuant to the foregoing provisions of this Section 2.03(c) shall be accomplished by deposit by the Depositor in the Certificate Account on the Business Day prior to the next succeeding Distribution Date of the amount of the Repurchase Price.