Common use of Representations and Warranties of the Depositor with respect to the Mortgage Notes Clause in Contracts

Representations and Warranties of the Depositor with respect to the Mortgage Notes. With respect to the Mortgage Notes, the Depositor hereby represents and warrants to the Master Servicer and the Trustee for their own benefit and for the benefit of the Holders of the Certificates that as of the Closing Date: (i) The Mortgage Notes constitute “instruments” within the meaning of the Relevant UCC; (ii) The Depositor owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iii) The Depositor has received all consents and approvals required by the terms of the Mortgage Notes to the transfer of the Mortgage Notes hereunder to the Trustee; (iv) All original executed copies of each Mortgage Note have been or will be delivered to the Trustee, as set forth in this Agreement; (v) The Depositor has received a written acknowledgement from the Trustee that the Trustee is holding the Mortgage Notes solely on behalf and for the benefit of the Certificateholders; (vi) Other than the transfer to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the transfer to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; and (vii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Trustee on behalf of Certificateholders. The representations and warranties set forth in this Section shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Depositor with respect to the Mortgage Notes. With respect to the Mortgage Notes, the Depositor hereby represents and warrants to the Master Servicer and the Trustee for their own benefit and for the benefit of the Holders of the Certificates that as of the Closing Date and each Transfer Date: (i) The Mortgage Notes constitute “instruments” within the meaning of the Relevant UCC; (ii) The Depositor owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iii) The Depositor has received all consents and approvals required by the terms of the Mortgage Notes to the transfer of the Mortgage Notes hereunder to the Trustee; (iv) All original executed copies of each Mortgage Note have been or will be delivered to the Trustee, as set forth in this Agreement; (v) The Depositor has received a written acknowledgement from the Trustee that the Trustee is holding the Mortgage Notes solely on behalf and for the benefit of the Certificateholders; (vi) Other than the transfer to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the transfer to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; and (vii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Trustee on behalf of Certificateholders. The representations and warranties set forth in this Section shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Depositor with respect to the Mortgage Notes. With respect to the Mortgage Notes, the Depositor hereby represents and warrants to the Master Servicer Servicer, the Custodian, the Issuer and the Indenture Trustee for their own benefit and for the benefit of the Holders of the Certificates Securities that as of the Closing Date and each Transfer Date: (i) The Mortgage Notes constitute “instruments” within the meaning of the Relevant UCC; (ii) The Depositor owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iii) The Depositor has received all consents and approvals required by the terms of the Mortgage Notes to the transfer of the Mortgage Notes hereunder to the TrusteeIssuer; (iv) All original executed copies of each Mortgage Note have been or will be delivered to the TrusteeCustodian, as set forth in this Agreement; (v) The Depositor has received a written acknowledgement from the Trustee Custodian that the Trustee Custodian is holding the Mortgage Notes solely on behalf and for the benefit of the CertificateholdersIndenture Trustee, as pledgee of the Issuer under the Indenture; (vi) Other than the transfer to the Trustee Issuer pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the transfer to the Trustee Issuer hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; and (vii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Trustee on behalf Indenture Trustee, as pledgee of Certificateholdersthe Issuer under the Indenture. The representations and warranties set forth in this Section shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Depositor with respect to the Mortgage Notes. With respect to the Mortgage Notes, the Depositor hereby represents and warrants to the Master Servicer Servicer, the Custodian, the Issuer and the Indenture Trustee for their own benefit and for the benefit of the Holders of the Certificates Securities that as of the Closing Date and each Transfer Date: (i) The Mortgage Notes constitute “instruments” within the meaning of the Relevant UCC; (ii) The Depositor owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iiiii) The Depositor has received all consents and approvals required by the terms of the Mortgage Notes to the transfer of the Mortgage Notes hereunder to the TrusteeIssuer; (iviii) All original executed copies of each Mortgage Note have been or will be delivered to the TrusteeCustodian, as set forth in this Agreement; (viv) The Depositor has received a written acknowledgement from the Trustee Custodian that the Trustee Custodian is holding the Mortgage Notes solely on behalf and for the benefit of the CertificateholdersIndenture Trustee, as pledgee of the Issuer under the Indenture; (viv) Other than the transfer to the Trustee Issuer pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the transfer to the Trustee Issuer hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; and (viivi) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Trustee on behalf Indenture Trustee, as pledgee of Certificateholdersthe Issuer under the Indenture. The representations and warranties set forth in this Section shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Depositor with respect to the Mortgage Notes. With respect to the Mortgage Notes, the Depositor hereby represents and warrants to the Master Servicer and the Trustee for their own benefit and for the benefit of the Holders of the Certificates and the Class A-F5 Insurer that as of the Closing Date: (i) The Mortgage Notes constitute “instruments” within the meaning of the Relevant UCC; (ii) The Depositor owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iii) The Depositor has received all consents and approvals required by the terms of the Mortgage Notes to the transfer of the Mortgage Notes hereunder to the Trustee; (iv) All original executed copies of each Mortgage Note have been or will be delivered to the Trustee, as set forth in this Agreement; (v) The Depositor has received a written acknowledgement from the Trustee that the Trustee is holding the Mortgage Notes solely on behalf and for the benefit of the CertificateholdersCertificateholders and the Class A-F5 Insurer; (vi) Other than the transfer to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the transfer to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; and (vii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Trustee on behalf of Certificateholders. The representations and warranties set forth in this Section shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Depositor with respect to the Mortgage Notes. With respect to the Mortgage Notes, the Depositor hereby represents and warrants to the Master Servicer and the Trustee for their own benefit and for the benefit of the Holders of the Certificates that as of the Closing Date: (i) The Mortgage Notes constitute “instruments” within the meaning of the Relevant UCC; (ii) The Depositor owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iii) The Depositor has received all consents and approvals required by the terms of the Mortgage Notes to the transfer of the Mortgage Notes hereunder to the Trustee; (iv) All original executed copies of each Mortgage Note have been or will be delivered to the Trustee, as set forth in this Agreement; (v) The Depositor has received a written acknowledgement from the Trustee that the Trustee is holding the Mortgage Notes solely on behalf and for the benefit of the CertificateholdersCertificateholders and the Class 1-A5 Insurer; (vi) Other than the transfer to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the transfer to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; and (vii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Trustee on behalf of Certificateholders. The representations and warranties set forth in this Section shall survive the Closing Date and shall not be waived.

Representations and Warranties of the Depositor with respect to the Mortgage Notes. With respect to the Mortgage Notes, the Depositor hereby represents and warrants to the Master Servicer and the Trustee for their own benefit and for the benefit of the Holders of the Certificates that as of the Closing Date and each Transfer Date: (i) The Mortgage Notes constitute “instruments” within the meaning of the Relevant UCC; (ii) The Depositor owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iiiii) The Depositor has received all consents and approvals required by the terms of the Mortgage Notes to the transfer of the Mortgage Notes hereunder to the Trustee; (iviii) All original executed copies of each Mortgage Note have been or will be delivered to the Trustee, as set forth in this Agreement; (viv) The Depositor has received a written acknowledgement from the Trustee that the Trustee is holding the Mortgage Notes solely on behalf and for the benefit of the Certificateholders; (viv) Other than the transfer to the Trustee pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Notes. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the transfer to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; and (viivi) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Trustee on behalf of Certificateholders. The representations and warranties set forth in this Section shall survive the Closing Date and shall not be waived.