Common use of Representations and Warranties of the Sellers with Respect to the Mortgage Loans Clause in Contracts

Representations and Warranties of the Sellers with Respect to the Mortgage Loans. Each of the Initial Seller and the Seller hereby represents and warrants to the Indenture Trustee for the benefit of the Securityholders that the representations and warranties made by it pursuant to Schedule III to the related Mortgage Loan Purchase Agreement are hereby being made to the Indenture Trustee for the benefit of the Securityholders and are true and correct as of the Closing Date. With respect to the representations and warranties incorporated in this Section 2.05 that are made to the best of the Initial Seller’s or the Seller’s knowledge or as to which either the Initial Seller or the Seller has no knowledge, if it is discovered by the Depositor, the Initial Seller, the Seller, the Master Servicer or the Indenture Trustee that the substance of such representation and warranty made by the Initial Seller or the Seller, as applicable, is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interest therein of the Securityholders then, notwithstanding the Initial Seller’s or the Seller’s, as applicable, lack of knowledge with respect to the substance of such representation and warranty made by it being inaccurate at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty. Within 90 days of its discovery or its receipt of notice of any such missing or materially defective documentation, the Initial Seller shall promptly deliver such missing document or cure such defect in all material respects or, in the event such defect cannot be cured, the Initial Seller shall repurchase the affected Mortgage Loan or cause the removal of such Mortgage Loan from the Trust Estate and substitute for it one or more Qualified Substitute Mortgage Loans in accordance with Section 2.04 hereof. Within 90 days of either the Initial Seller’s or the Seller’s discovery of its receipt of notice of any such breach of a representation, warranty or covenant under the related Mortgage Loan Purchase Agreement, the Initial Seller or the Seller, as applicable, shall either cure such breach in all material respects or, in the event such breach can not be cured, the Initial Seller or the Seller, as applicable, shall repurchase the affected Mortgage Loan or cause the removal of such Mortgage Loan from the Trust Estate and substitute for it one or more Qualified Substituted Mortgage Loans in accordance with Section 2.04 hereof. It is understood and agreed that the representations and warranties incorporated in this Section 2.05 shall survive delivery of the Mortgage Files to the Indenture Trustee and shall inure to the benefit of the Securityholders notwithstanding any restrictive or qualified endorsement or assignment. Upon discovery by any of the Depositor, the Initial Seller, the Seller, the Master Servicer or the Indenture Trustee of a breach of any of the foregoing representations and warranties which materially and adversely affects the value of any Mortgage Loan or the interests therein of the Securityholders, the party discovering such breach shall give prompt written notice to the other parties, and in no event later than two Business Days from the date of such discovery. It is understood and agreed that the obligations of the Initial Seller and the Seller set forth in Section 2.04(a) hereof to cure, substitute for or repurchase a related Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement constitute the sole remedies available to the Securityholders or to the Indenture Trustee on their behalf respecting a breach of the representations and warranties incorporated in this Section 2.05.

Representations and Warranties of the Sellers with Respect to the Mortgage Loans. Each of the Initial Seller and the Seller PFA hereby represents and warrants to the Indenture Trustee for the benefit on behalf of the Securityholders Certificateholders that the representations and warranties made by it pursuant to Schedule III PFA with respect to the related Mortgage Loans in Loan Purchase Agreement Group 1 and Loan Group 2, attached as Schedule II to this Agreement, are hereby being made to the Indenture Trustee for the benefit and are true and correct as of the Securityholders Closing Date. XXX hereby represents and warrants to the Trustee on behalf of the Certificateholders that the representations and warranties made by XXX with respect to the Mortgage Loans in Loan Group 3 and Loan Group 4, attached as Schedule II to this Agreement, are hereby being made to the Trustee and are true and correct as of the Closing Date. With respect to the representations and warranties incorporated in this Section 2.05 2.04 that are made to the best of the Initial Seller’s or the a Seller’s knowledge or as to which either the Initial Seller or the such Seller has no knowledge, if it is discovered by the Depositor, the Initial Seller, the Seller, the Master Servicer a Seller or the Indenture Trustee that the substance of such representation and warranty made by the Initial Seller or the Seller, as applicable, is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interest therein of the Securityholders Certificateholders then, notwithstanding the Initial such Seller’s or the Seller’s, as applicable, lack of knowledge with respect to the substance of such representation and warranty made by it being inaccurate at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty. Within 90 days of its discovery or its receipt of notice of any such missing or materially defective documentationdocumentation or any such breach of a representation or warranty, the Initial related Seller shall promptly deliver such missing document or cure such defect or breach in all material respects or, in the event such defect or breach cannot be cured, the Initial such Seller shall repurchase the affected Mortgage Loan or cause the removal of such Mortgage Loan from the Trust Estate Fund and substitute for it one or more Qualified Substitute Mortgage Loans Loans, in either case, in accordance with Section 2.04 hereof. Within 90 days of either the Initial Seller’s or the Seller’s discovery of its receipt of notice of any such breach of a representation, warranty or covenant under the related Mortgage Loan Purchase Agreement, the Initial Seller or the Seller, as applicable, shall either cure such breach in all material respects or, in the event such breach can not be cured, the Initial Seller or the Seller, as applicable, shall repurchase the affected Mortgage Loan or cause the removal of such Mortgage Loan from the Trust Estate and substitute for it one or more Qualified Substituted Mortgage Loans in accordance with Section 2.04 2.03 hereof. It is understood and agreed that the representations and warranties incorporated in this Section 2.05 2.04 shall survive delivery of the Mortgage Files to the Indenture Trustee and shall inure to the benefit of the Securityholders Certificateholders notwithstanding any restrictive or qualified endorsement or assignment. Upon discovery by any of the Depositor, the Initial Seller, the Seller, the Master Servicer a Seller or the Indenture Trustee of a breach of any of the foregoing representations and warranties which materially and adversely affects the value of any Mortgage Loan or the interests therein of the SecurityholdersCertificateholders, the party discovering such breach shall give prompt written notice to the other parties, and in no event later than two Business Days from the date of such discovery. It is understood and agreed that the obligations of the Initial Seller and the Seller set forth in Section 2.04(a2.03(a) hereof to cure, substitute for or repurchase a related Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement constitute the sole remedies available to the Securityholders Certificateholders or to the Indenture Trustee on their behalf respecting a breach of the representations and warranties incorporated in this Section 2.052.04.

Representations and Warranties of the Sellers with Respect to the Mortgage Loans. Each of the Initial Seller and the Seller PFA hereby represents and warrants to the Indenture Trustee for the benefit on behalf of the Securityholders Certificateholders that the representations and warranties made by it the Seller pursuant to Schedule III II-A to the related Mortgage Loan Purchase this Agreement are hereby being made to the Indenture Trustee for the benefit and are true and correct as of the Securityholders Closing Date. XXX hereby represents and warrants to the Trustee on behalf of the Certificateholders that the representations and warranties made by the Seller pursuant to Schedule II-B to this Agreement are hereby being made to the Trustee and are true and correct as of the Closing Date. With respect to the representations and warranties incorporated in this Section 2.05 2.04 that are made to the best of the Initial Seller’s or the each Seller’s knowledge or as to which either the Initial Seller or the a Seller has no knowledge, if it is discovered by the Depositor, the Initial Seller, the Seller, the Master Servicer a Seller or the Indenture Trustee that the substance of such representation and warranty made by the Initial Seller or the Seller, as applicable, is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interest therein of the Securityholders Certificateholders then, notwithstanding the Initial each Seller’s or the Seller’s, as applicable, lack of knowledge with respect to the substance of such representation and warranty made by it being inaccurate at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty. Within 90 days of its discovery or its receipt of notice of any such missing or materially defective documentationdocumentation or any such breach of a representation or warranty, the Initial such Seller shall promptly deliver such missing document or cure such defect or breach in all material respects or, in the event such defect or breach cannot be cured, the Initial such Seller shall repurchase the affected Mortgage Loan or cause the removal of such Mortgage Loan from the Trust Estate Fund and substitute for it one or more Qualified Substitute Mortgage Loans Loans, in either case, in accordance with Section 2.04 hereof. Within 90 days of either the Initial Seller’s or the Seller’s discovery of its receipt of notice of any such breach of a representation, warranty or covenant under the related Mortgage Loan Purchase Agreement, the Initial Seller or the Seller, as applicable, shall either cure such breach in all material respects or, in the event such breach can not be cured, the Initial Seller or the Seller, as applicable, shall repurchase the affected Mortgage Loan or cause the removal of such Mortgage Loan from the Trust Estate and substitute for it one or more Qualified Substituted Mortgage Loans in accordance with Section 2.04 2.03 hereof. It is understood and agreed that the representations and warranties incorporated in this Section 2.05 2.04 shall survive delivery of the Mortgage Files to the Indenture Trustee and shall inure to the benefit of the Securityholders Certificateholders notwithstanding any restrictive or qualified endorsement or assignment. Upon discovery by any of the Depositor, the Initial Seller, the Seller, the Master Servicer a Seller or the Indenture Trustee of a breach of any of the foregoing representations and warranties which materially and adversely affects the value of any Mortgage Loan or the interests therein of the SecurityholdersCertificateholders, the party discovering such breach shall give prompt written notice to the other parties, and in no event later than two Business Days from the date of such discovery. It is understood and agreed that the obligations of the Initial Seller and the Seller set forth in Section 2.04(a2.03(a) hereof to cure, substitute for or repurchase a related Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement constitute the sole remedies available to the Securityholders Certificateholders or to the Indenture Trustee on their behalf respecting a breach of the representations and warranties incorporated in this Section 2.052.04.

Representations and Warranties of the Sellers with Respect to the Mortgage Loans. Each of the Initial Seller and the Seller hereby represents and warrants to the Indenture Trustee for the benefit of the Securityholders that Certificateholders that, as of the Closing Date or as of such other date specifically provided herein, the representations and warranties made by it that Seller pursuant to Schedule III to Section 3.01 of the related Mortgage Loan Purchase Agreement are hereby being made to the Indenture Trustee for the benefit of the Securityholders and are true and correct as of the Closing Date. With respect to the representations and warranties incorporated in this Section 2.05 2.04 that are made to the best of the Initial each Seller’s or the Seller’s 's knowledge or as to which either the Initial Seller or the each Seller has no knowledge, if it is discovered by the Depositor, the Initial Seller, the applicable Seller, the Master Servicer or the Indenture Trustee that the substance of such representation and warranty made by the Initial Seller or the Seller, as applicable, is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interest therein of the Securityholders Certificateholders then, notwithstanding the Initial applicable Seller’s or the Seller’s, as applicable, 's lack of knowledge with respect to the substance of such representation and warranty made by it being inaccurate at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty. Within 90 days of its discovery or its receipt of notice of any such missing or materially defective documentationdocumentation or any such breach of a representation or warranty, the Initial applicable Seller shall promptly deliver such missing document or cure such defect or breach in all material respects or, in the event such defect or breach cannot be cured, the Initial applicable Seller shall repurchase the affected Mortgage Loan or cause the removal of such Mortgage Loan from the Trust Estate Fund and substitute for it one or more Qualified Substitute Mortgage Loans Loans, in either case, in accordance with Section 2.04 hereof. Within 90 days of either the Initial Seller’s or the Seller’s discovery of its receipt of notice of any such breach of a representation, warranty or covenant under the related Mortgage Loan Purchase Agreement, the Initial Seller or the Seller, as applicable, shall either cure such breach in all material respects or, in the event such breach can not be cured, the Initial Seller or the Seller, as applicable, shall repurchase the affected Mortgage Loan or cause the removal of such Mortgage Loan from the Trust Estate and substitute for it one or more Qualified Substituted Mortgage Loans in accordance with Section 2.04 hereof2.03. It is understood and agreed that the representations and warranties incorporated in this Section 2.05 2.04 shall survive delivery of the Mortgage Files to the Indenture Trustee and shall inure to the benefit of the Securityholders Certificateholders notwithstanding any restrictive or qualified endorsement or assignment. Upon discovery by any of the Depositor, the Initial SellerMaster Servicer, the Seller, the Master Servicer applicable Seller or the Indenture Trustee of a breach of any of the foregoing representations and warranties which materially and adversely affects the value of any Mortgage Loan or the interests therein of the SecurityholdersCertificateholders, the party discovering such breach shall give prompt written notice to the other parties, and in no event later than two Business Days from the date of such discovery. It is understood and agreed that the obligations of the Initial Seller and the each Seller set forth in Section 2.04(a2.03(a) hereof to cure, substitute for or repurchase a related Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement constitute the sole remedies available to the Securityholders Certificateholders or to the Indenture Trustee on their behalf respecting a breach of the representations and warranties incorporated in this Section 2.052.04.

Representations and Warranties of the Sellers with Respect to the Mortgage Loans. Each of the Initial Seller and the Seller hereby represents and warrants to the Indenture Trustee for the benefit of the Securityholders that the representations and warranties made by it pursuant to Schedule III to the related Mortgage Loan Purchase Agreement are hereby being made to the Indenture Trustee for the benefit of the Securityholders and are true and correct as of the Closing Date. With respect to the representations and warranties incorporated in this Section 2.05 that are made to the best of the Initial Seller’s or the Seller’s knowledge or as to which either the Initial Seller or the Seller has no knowledge, if it is discovered by the Depositor, the Initial Seller, the Seller, the Master Servicer or the Indenture Trustee that the substance of such representation and warranty made by the Initial Seller or the Seller, as applicable, is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interest therein of the Securityholders then, notwithstanding the Initial Sellerapplicable seller’s or the Seller’s, as applicable, lack of knowledge with respect to the substance of such representation and warranty made by it being inaccurate at the time the representation or warranty was made, such inaccuracy shall be deemed a breach of the applicable representation or warranty. Within 90 days of its discovery or its receipt of notice of any such missing or materially defective documentation, the Initial Seller shall promptly deliver such missing document or cure such defect in all material respects or, in the event such defect cannot be cured, the Initial Seller shall repurchase the affected Mortgage Loan or cause the removal of such Mortgage Loan from the Trust Estate and substitute for it one or more Qualified Substitute Mortgage Loans in accordance with Section 2.04 hereof. Within 90 days of either the Initial Seller’s or the Seller’s discovery of its receipt of notice of any such breach of a representation, warranty or covenant under the related Mortgage Loan Purchase Agreement, the Initial Seller or the Seller, as applicable, applicable seller shall either cure such breach in all material respects or, in the event such breach can not be cured, the Initial Seller or the Seller, as applicable, applicable seller shall repurchase the affected Mortgage Loan or cause the removal of such Mortgage Loan from the Trust Estate and substitute for it one or more Qualified Substituted Mortgage Loans in accordance with Section 2.04 hereof. It is understood and agreed that the representations and warranties incorporated in this Section 2.05 shall survive delivery of the Mortgage Files to the Indenture Trustee and shall inure to the benefit of the Securityholders notwithstanding any restrictive or qualified endorsement or assignment. Upon discovery by any of the Depositor, the Initial Seller, the Seller, the Master Servicer or the Indenture Trustee of a breach of any of the foregoing representations and warranties which materially and adversely affects the value of any Mortgage Loan or the interests therein of the Securityholders, the party discovering such breach shall give prompt written notice to the other parties, and in no event later than two Business Days from the date of such discovery. It is understood and agreed that the obligations of the Initial Seller and the Seller set forth in Section 2.04(a) hereof to cure, substitute for or repurchase a related Mortgage Loan pursuant to the related Mortgage Loan Purchase Agreement constitute the sole remedies available to the Securityholders or to the Indenture Trustee on their behalf respecting a breach of the representations and warranties incorporated in this Section 2.05.. 56