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 represents and warrants to the Trustee with respect to each Initial Mortgage Loan as of the date of this Agreement or such other date set forth in this Agreement that as of the Closing Date (or, for a Subsequent Mortgage Loan, the Subsequent Transfer Date), and following the transfer of the Mortgage Loans to it by the Seller, the Depositor had good title to the Mortgage Loans and the Mortgage Notes were subject to no offsets, defenses, or counterclaims. The representations and warranties in this Section 2.04 shall survive delivery of the Mortgage Files to the Trustee. Upon discovery by the Depositor or the Trustee of any breach of any of the representations and warranties in this Section that materially and adversely affects the interest of the Certificateholders, the party discovering the breach shall give prompt written notice to the others and to each Rating Agency.

Representations and Warranties of the Depositor as to the Mortgage Loans. The Depositor hereby represents and warrants to the Trustee with respect to each Initial Mortgage Loan as of the date of this Agreement hereof or such other date set forth in this Agreement herein that as of the Closing Date (or, for a Subsequent Mortgage Loan, the Subsequent Transfer Date), and following the transfer of the Mortgage Loans to it by the Seller, the Depositor had good title to the Mortgage Loans and the Mortgage Notes were subject to no offsets, defenses, defenses or counterclaims. The 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 Trustee. Upon discovery by the Depositor or the Trustee of any a breach of any of the foregoing representations and warranties set forth in this Section that 2.04 (referred to herein as a "breach"), which breach materially and adversely affects the interest of the Certificateholders, the party discovering the such breach shall give prompt written notice to the others and to each Rating Agency.