Common use of Representations and Warranties of the Depositor as to the Mortgage Loans Clause in Contracts

Representations and Warranties of the Depositor as to the Mortgage Loans. The Depositor hereby represents and warrants to the Trustee, the Trust Administrator, the NIMS Insurer, the Certificate Insurer and the Master Servicer with respect to each Mortgage Loan as of the date hereof or such other date set forth herein that as of the Closing Date, and following the transfer of the Mortgage Loans to it by the Transferor, the Depositor had good title to the Mortgage Loans and the Mortgage Notes were subject to no offsets, liens, defenses or counterclaims. It is understood and agreed that the representations and warranties set forth in this Section 2.04 shall survive delivery of the Mortgage Files to the Custodian. Upon discovery by the Depositor, the Transferor, the Master Servicer, the Certificate Insurer, the Trust Administrator, the NIMS Insurer or the Trustee of a breach of any of the foregoing representations and warranties set forth in this Section 2.04 (referred to herein as a “breach”), which breach materially and adversely affects the interest of the Certificateholders or the Certificate Insurer, the party discovering such breach shall give prompt written notice to the other parties hereto and to each Rating Agency.

Representations and Warranties of the Depositor as to the Mortgage Loans. The Depositor hereby represents and warrants to the Class 1-A-3 Insurer, the Trustee, the Trust Administrator, the NIMS Insurer, the Certificate Insurer Administrator and the Master Servicer with respect to each Mortgage Loan as of the date hereof or such other date set forth herein that as of the Closing Date, and following the transfer of the Mortgage Loans to it by the Transferor, the Depositor had good title to the Mortgage Loans and the Mortgage Notes were subject to no offsets, liens, defenses or counterclaims. It is understood and agreed that the representations and warranties set forth in this Section 2.04 shall survive delivery of the Mortgage Files to the Custodian. Upon discovery by the Depositor, the Transferor, the Master Servicer, the Certificate Insurer, the Trust Administrator, the NIMS Class 1-A-3 Insurer or the Trustee of a breach of any of the foregoing representations and warranties set forth in this Section 2.04 (referred to herein as a “breach”), which breach materially and adversely affects the interest of the Certificateholders or the Certificate InsurerCertificateholders, the party discovering such breach shall give prompt written notice to the other parties hereto and the Class 1-A-3 Insurer and to each Rating Agency.