Common use of Representations and Warranties of the Underlying Certificate Seller Clause in Contracts

Representations and Warranties of the Underlying Certificate Seller. The Underlying Certificate Seller hereby represents and warrants to the Depositor and the Trustee (a) With respect to the Deposited Underlying Certificates as of the Closing Date as follows: (i) prior to the transfer of the Deposited Underlying Certificates to the Depositor, the Underlying Certificate Seller was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind and prior to the transfer of the Deposited Underlying Certificates to the Trust Fund, the Depositor was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind; (ii) the Underlying Certificate Seller has not assigned any interest in the Deposited Underlying Certificates or any distributions thereon, except as contemplated herein; (iii) the crediting of the Deposited Underlying Certificates to the Securities Account is sufficient to effect the transfer of all right, title and interest in the Deposited Underlying Certificates to the Trustee pursuant to Section 2.01 hereof free and clean of any lien, pledge, charge or encumbrance of any kind; (iv) the Deposited Underlying Certificates constitute a "securities entitlement" within the meaning of the UCC; (v) neither the Underlying Certificate Seller nor the Depositor is aware of any default or event of default under, or breach of any terms of, the Underlying Agreement or the Deposited Underlying Certificates; (vi) the information set forth on Schedule I to this Agreement is true and correct as of the Closing Date; and (vii) the Deposited Underlying Certificates have been credited to the Securities Account. The representations and warranties set forth in this Section 2.03(a) shall survive the transfer and assignment of the Deposited Underlying Certificates by the Depositor to the Trustee up to and including the Distribution Date in October 2006. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which materially and adversely affects the interests of the Certificateholders in the Deposited Underlying Certificates, the Underlying Certificate Seller, the Depositor or the Trustee shall give prompt written notice to the other parties and to the Certificateholders. If such notice is given or received on or prior to the Distribution Date in November 2006, the Underlying Certificate Seller shall cure such breach in all material respects or, if such breach cannot be cured, the Underlying Certificate Seller shall repurchase the Deposited Underlying Certificates from the Trustee on the Distribution Date immediately following the date on which the Underlying Certificate Seller is so directed by Holders of a Majority in Interest of the related Class or Classes of Regular Certificates. Any such repurchase of the Deposited Underlying Certificates by the Underlying Certificate Seller shall be accomplished on the Distribution Date of repurchase, by the payment on the Business Day prior to such Distribution Date by the Underlying Certificate Seller to the Trustee of an amount equal the Purchase Price. The payment of the Purchase Price shall be considered a prepayment in full of the Deposited Underlying Certificates and shall be delivered to the Trustee for deposit in the Distribution Account in accordance with the provisions of Section 3.02 hereof. Upon such deposit into such Distribution Account, the repurchased Deposited Underlying Certificates shall be released to the Underlying Certificate Seller, and the Trustee and the Depositor shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested and provided by the Underlying Certificate Seller to vest in the Underlying Certificate Seller, or its designee or assignee, title to the Deposited Underlying Certificates repurchased pursuant hereto. The obligation of the Underlying Certificate Seller to cure such breach of representations and warranties or effect such repurchase of the Deposited Underlying Certificates shall constitute the sole remedy respecting such breach available to Certificateholders or the Trustee on behalf of Certificateholders. (b) With respect to the Underlying Certificate Seller: (i) The Underlying Certificate Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to execute, deliver and perform this Agreement. (ii) This Agreement has been duly authorized, executed and delivered by the Underlying Certificate Seller and constitutes the legal, valid and binding agreement of the Underlying Certificate Seller, enforceable in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (iii) Neither the execution nor the delivery of this Agreement nor the issuance, delivery and sale of the Certificates, nor the consummation of any other of the transactions contemplated herein nor the fulfillment of the terms of this Agreement or the Certificates will result in the breach of any term or provision of the charter, by-laws or resolutions of the Underlying Certificate Seller or conflict with, result in a breach, violation or acceleration of or constitute a default under, the terms of any material indenture or other agreement or instrument to which the Underlying Certificate Seller is a party or by which it is bound, or any statute, order or regulation applicable to the Underlying Certificate Seller of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Underlying Certificate Seller. (iv) There are no actions or proceedings against, or investigations of, the Underlying Certificate Seller pending, or, to the knowledge of the Underlying Certificate Seller, threatened, before any court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement or the Certificates, (B) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, or (C) which might materially and adversely affect the validity or enforceability of this Agreement or the Certificates. It is understood and agreed that the representations and warranties set forth in this Section 2.03(b) shall survive delivery of the Trust Fund to the Trustee. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which breach materially and adversely affects the interests of the Certificateholders, the party discovering such breach shall give prompt written notice to the other parties and to the Rating Agencies.

Representations and Warranties of the Underlying Certificate Seller. The Underlying Certificate Seller hereby represents and warrants to the Depositor and the Trustee (a) With respect to the Deposited Underlying Certificates as of the Closing Date as follows: (i) prior to the transfer of the Deposited Underlying Certificates to the Depositor, the Underlying Certificate Seller was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind and prior to the transfer of the Deposited Underlying Certificates to the Trust Fund, the Depositor was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind; (ii) the Underlying Certificate Seller has not assigned any interest in the Deposited Underlying Certificates or any distributions thereon, except as contemplated herein; (iii) the crediting of the Deposited Underlying Certificates to the Securities Account is sufficient to effect the transfer of all right, title and interest in the Deposited Underlying Certificates to the Trustee pursuant to Section 2.01 hereof free and clean of any lien, pledge, charge or encumbrance of any kind;hereof; and (iv) the Deposited Underlying Certificates constitute a "securities entitlement" within the meaning of the UCC; (v) neither the Underlying Certificate Seller nor the Depositor is aware of any default or event of default under, or breach of any terms of, the Underlying Agreement or the Deposited Underlying Certificates; (vi) the information set forth on Schedule I to this Agreement is true and correct as of the Closing Date; and (vii) the Deposited Underlying Certificates have been credited to the Securities Account. The representations and warranties set forth in this Section 2.03(a) shall survive the transfer and assignment of the Deposited Underlying Certificates by the Depositor to the Trustee up to and including the Distribution Date in October 2006May 2005. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which materially and adversely affects the interests of the Certificateholders in the Deposited Underlying Certificates, the Underlying Certificate Seller, the Depositor or the Trustee shall give prompt written notice to the other parties and to the Certificateholders. If such notice is given or received on or prior to the Distribution Date in November 2006May 2005, the Underlying Certificate Seller shall cure such breach in all material respects or, if such breach cannot be cured, the Underlying Certificate Seller shall repurchase the Deposited Underlying Certificates from the Trustee on the Distribution Date immediately following the date on which the Underlying Certificate Seller is so directed by Holders of a Majority in Interest of the related Class or Classes of Regular Certificates. Any such repurchase of the Deposited Underlying Certificates by the Underlying Certificate Seller shall be accomplished on the Distribution Date of repurchase, by the payment on the Business Day prior to such Distribution Date by the Underlying Certificate Seller to the Trustee of an amount equal (in immediately available funds) (the "Purchase Price") equal to the principal balance of the Deposited Underlying Certificates immediately prior to the Distribution Date of such repurchase plus unpaid interest thereon due on or prior to the Distribution Date of such repurchase (it being understood that all distributions made on the Deposited Underlying Certificates up to immediately prior to the Distribution Date of such repurchase shall be property of the Trust Fund). The payment of the Purchase Price shall be considered a prepayment in full of the Deposited Underlying Certificates and shall be delivered to the Trustee for deposit in the Distribution Account in accordance with the provisions of Section 3.02 hereof. Upon such deposit into such Distribution Account, the repurchased Deposited Underlying Certificates shall be released to the Underlying Certificate Seller, and the Trustee and the Depositor shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested and provided by the Underlying Certificate Seller to vest in the Underlying Certificate Seller, or its designee or assignee, title to the Deposited Underlying Certificates repurchased pursuant hereto. The obligation of the Underlying Certificate Seller to cure such breach of representations and warranties or effect such repurchase of the Deposited Underlying Certificates shall constitute the sole remedy respecting such breach available to Certificateholders or the Trustee on behalf of Certificateholders. (b) With respect to the Underlying Certificate Seller: (i) The Underlying Certificate Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to execute, deliver and perform this Agreement. (ii) This Agreement has been duly authorized, executed and delivered by the Underlying Certificate Seller and constitutes the legal, valid and binding agreement of the Underlying Certificate Seller, enforceable in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (iii) Neither the execution nor the delivery of this Agreement nor the issuance, delivery and sale of the Certificates, nor the consummation of any other of the transactions contemplated herein nor the fulfillment of the terms of this Agreement or the Certificates will result in the breach of any term or provision of the charter, by-laws or resolutions of the Underlying Certificate Seller or conflict with, result in a breach, violation or acceleration of or constitute a default under, the terms of any material indenture or other agreement or instrument to which the Underlying Certificate Seller is a party or by which it is bound, or any statute, order or regulation applicable to the Underlying Certificate Seller of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Underlying Certificate Seller. (iv) There are no actions or proceedings against, or investigations of, the Underlying Certificate Seller pending, or, to the knowledge of the Underlying Certificate Seller, threatened, before any court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement or the Certificates, (B) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, or (C) which might materially and adversely affect the validity or enforceability of this Agreement or the Certificates. It is understood and agreed that the representations and warranties set forth in this Section 2.03(b) shall survive delivery of the Trust Fund to the Trustee. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which breach materially and adversely affects the interests of the Certificateholders, the party discovering such breach shall give prompt written notice to the other parties and to the Rating Agencies.

Representations and Warranties of the Underlying Certificate Seller. The Underlying Certificate Seller hereby represents and warrants to the Depositor and the Trustee (a) With respect to the Deposited Underlying Certificates as of the Closing Date as follows: (i) prior to the transfer of the Deposited Underlying Certificates to the Depositor, the Underlying Certificate Seller was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind and prior to the transfer of the Deposited Underlying Certificates to the Trust Fund, the Depositor was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind; (ii) the Underlying Certificate Seller has not assigned any interest in the Deposited Underlying Certificates or any distributions thereon, except as contemplated herein; (iii) the crediting of the Deposited Underlying Certificates to the Securities Account is sufficient to effect the transfer of all right, title and interest in the Deposited Underlying Certificates to the Trustee pursuant to Section 2.01 hereof free and clean of any lien, pledge, charge or encumbrance of any kind;hereof; and (iv) the Deposited Underlying Certificates constitute a "securities entitlement" within the meaning of the UCC; (v) neither the Underlying Certificate Seller nor the Depositor is aware of any default or event of default under, or breach of any terms of, the Underlying Agreement or the Deposited Underlying Certificates; (vi) the information set forth on Schedule I to this Agreement is true and correct as of the Closing Date; and (vii) the Deposited Underlying Certificates have been credited to the Securities Account. The representations and warranties set forth in this Section 2.03(a) shall survive the transfer and assignment of the Deposited Underlying Certificates by the Depositor to the Trustee up to and including the Distribution Date in October 2006January 2005. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which materially and adversely affects the interests of the Certificateholders in the Deposited Underlying Certificates, the Underlying Certificate Seller, the Depositor or the Trustee shall give prompt written notice to the other parties and to the Certificateholders. If such notice is given or received on or prior to the Distribution Date in November 2006January 2005, the Underlying Certificate Seller shall cure such breach in all material respects or, if such breach cannot be cured, the Underlying Certificate Seller shall repurchase the Deposited Underlying Certificates from the Trustee on the Distribution Date immediately following the date on which the Underlying Certificate Seller is so directed by Holders of a Majority in Interest of the related Class or Classes of Regular Certificates. Any such repurchase of the Deposited Underlying Certificates by the Underlying Certificate Seller shall be accomplished on the Distribution Date of repurchase, by the payment on the Business Day prior to such Distribution Date by the Underlying Certificate Seller to the Trustee of an amount equal (in immediately available funds) (the "Purchase Price") equal to the principal balance of the Deposited Underlying Certificates immediately prior to the Distribution Date of such repurchase plus unpaid interest thereon due on or prior to the Distribution Date of such repurchase (it being understood that all distributions made on the Deposited Underlying Certificates up to immediately prior to the Distribution Date of such repurchase shall be property of the Trust Fund). The payment of the Purchase Price shall be considered a prepayment in full of the Deposited Underlying Certificates and shall be delivered to the Trustee for deposit in the Distribution Account in accordance with the provisions of Section 3.02 hereof. Upon such deposit into such Distribution Account, the repurchased Deposited Underlying Certificates shall be released to the Underlying Certificate Seller, and the Trustee and the Depositor shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested and provided by the Underlying Certificate Seller to vest in the Underlying Certificate Seller, or its designee or assignee, title to the Deposited Underlying Certificates repurchased pursuant hereto. The obligation of the Underlying Certificate Seller to cure such breach of representations and warranties or effect such repurchase of the Deposited Underlying Certificates shall constitute the sole remedy respecting such breach available to Certificateholders or the Trustee on behalf of Certificateholders. (b) With respect to the Underlying Certificate Seller: (i) The Underlying Certificate Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to execute, deliver and perform this Agreement. (ii) This Agreement has been duly authorized, executed and delivered by the Underlying Certificate Seller and constitutes the legal, valid and binding agreement of the Underlying Certificate Seller, enforceable in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (iii) Neither the execution nor the delivery of this Agreement nor the issuance, delivery and sale of the Certificates, nor the consummation of any other of the transactions contemplated herein nor the fulfillment of the terms of this Agreement or the Certificates will result in the breach of any term or provision of the charter, by-laws or resolutions of the Underlying Certificate Seller or conflict with, result in a breach, violation or acceleration of or constitute a default under, the terms of any material indenture or other agreement or instrument to which the Underlying Certificate Seller is a party or by which it is bound, or any statute, order or regulation applicable to the Underlying Certificate Seller of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Underlying Certificate Seller. (iv) There are no actions or proceedings against, or investigations of, the Underlying Certificate Seller pending, or, to the knowledge of the Underlying Certificate Seller, threatened, before any court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement or the Certificates, (B) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, or (C) which might materially and adversely affect the validity or enforceability of this Agreement or the Certificates. It is understood and agreed that the representations and warranties set forth in this Section 2.03(b) shall survive delivery of the Trust Fund to the Trustee. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which breach materially and adversely affects the interests of the Certificateholders, the party discovering such breach shall give prompt written notice to the other parties and to the Rating Agencies.

Representations and Warranties of the Underlying Certificate Seller. The Underlying Certificate Seller hereby represents and warrants to the Depositor and the Trustee (a) With respect to the Deposited Underlying Certificates as of the Closing Date as follows: (i) prior to the transfer of the Deposited Underlying Certificates to the Depositor, the Underlying Certificate Seller was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind and prior to the transfer of the Deposited Underlying Certificates to the Trust Fund, the Depositor was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind; (ii) the Underlying Certificate Seller has not assigned any interest in the Deposited Underlying Certificates or any distributions thereon, except as contemplated herein; (iii) the crediting of the Deposited Underlying Certificates to the Securities Account is sufficient to effect the transfer of all right, title and interest in the Deposited Underlying Certificates to the Trustee pursuant to Section 2.01 hereof free and clean of any lien, pledge, charge or encumbrance of any kind;hereof; and (iv) the Deposited Underlying Certificates constitute a "securities entitlement" within the meaning of the UCC; (v) neither the Underlying Certificate Seller nor the Depositor is aware of any default or event of default under, or breach of any terms of, the Underlying Agreement or the Deposited Underlying Certificates; (vi) the information set forth on Schedule I to this Agreement is true and correct as of the Closing Date; and (vii) the Deposited Underlying Certificates have been credited to the Securities Account. The representations and warranties set forth in this Section 2.03(a) shall survive the transfer and assignment of the Deposited Underlying Certificates by the Depositor to the Trustee up to and including the Distribution Date in October 2006Trustee. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which materially and adversely affects the interests of the Certificateholders in the Deposited Underlying Certificates, the Underlying Certificate Seller, the Depositor or the Trustee shall give prompt written notice to the other parties and to the Certificateholders. If such notice is given or received on or prior to the Distribution Date in November 2006, the The Underlying Certificate Seller shall cure such breach in all material respects or, if such breach cannot be curedcured on or prior to the Distribution Date in October 2004, the Underlying Certificate Seller shall repurchase the Deposited Underlying Certificates from the Trustee on the Distribution Date immediately following the date on which the Underlying Certificate Seller is so directed by Holders of a Majority in Interest of the related Class or Classes of Regular Certificates. Any such repurchase of the Deposited Underlying Certificates by the Underlying Certificate Seller shall be accomplished on the Distribution Date of repurchase, by the payment on the Business Day prior to such Distribution Date by the Underlying Certificate Seller to the Trustee of an amount equal (in immediately available funds) (the "Purchase Price") equal to the principal balance of the Deposited Underlying Certificates immediately prior to the Distribution Date of such repurchase plus unpaid interest thereon due on or prior to the Distribution Date of such repurchase (it being understood that all distributions made on the Deposited Underlying Certificates up to immediately prior to the Distribution Date of such repurchase shall be property of the Trust Fund). The payment of the Purchase Price shall be considered a prepayment in full of the Deposited Underlying Certificates and shall be delivered to the Trustee for deposit in the Distribution Account in accordance with the provisions of Section 3.02 hereof. Upon such deposit into such Distribution Account, the repurchased Deposited Underlying Certificates shall be released to the Underlying Certificate Seller, and the Trustee and the Depositor shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested and provided by the Underlying Certificate Seller to vest in the Underlying Certificate Seller, or its designee or assignee, title to the Deposited Underlying Certificates repurchased pursuant hereto. The obligation of the Underlying Certificate Seller to cure such breach of representations and warranties or effect such repurchase of the Deposited Underlying Certificates shall constitute the sole remedy respecting such breach available to Certificateholders or the Trustee on behalf of Certificateholders. (b) With respect to the Underlying Certificate Seller: (i) The Underlying Certificate Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to execute, deliver and perform this Agreement. (ii) This Agreement has been duly authorized, executed and delivered by the Underlying Certificate Seller and constitutes the legal, valid and binding agreement of the Underlying Certificate Seller, enforceable in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (iii) Neither the execution nor the delivery of this Agreement nor the issuance, delivery and sale of the Certificates, nor the consummation of any other of the transactions contemplated herein nor the fulfillment of the terms of this Agreement or the Certificates will result in the breach of any term or provision of the charter, by-laws or resolutions of the Underlying Certificate Seller or conflict with, result in a breach, violation or acceleration of or constitute a default under, the terms of any material indenture or other agreement or instrument to which the Underlying Certificate Seller is a party or by which it is bound, or any statute, order or regulation applicable to the Underlying Certificate Seller of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Underlying Certificate Seller. (iv) There are no actions or proceedings against, or investigations of, the Underlying Certificate Seller pending, or, to the knowledge of the Underlying Certificate Seller, threatened, before any court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement or the Certificates, (B) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, or (C) which might materially and adversely affect the validity or enforceability of this Agreement or the Certificates. It is understood and agreed that the representations and warranties set forth in this Section 2.03(b) shall survive delivery of the Trust Fund to the Trustee. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which breach materially and adversely affects the interests of the Certificateholders, the party discovering such breach shall give prompt written notice to the other parties and to the Rating Agencies.

Representations and Warranties of the Underlying Certificate Seller. The Underlying Certificate Seller hereby represents and warrants to the Depositor and the Trustee (a) With respect to the Deposited Underlying Certificates as of the Closing Date as follows: (i) prior to the transfer of the Deposited Underlying Certificates to the Depositor, the Underlying Certificate Seller was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind and prior to the transfer of the Deposited Underlying Certificates to the Trust Fund, the Depositor was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind; (ii) the Underlying Certificate Seller has not assigned any interest in the Deposited Underlying Certificates or any distributions thereon, except as contemplated herein; (iii) the crediting of the Deposited Underlying Certificates to the Securities Account is sufficient to effect the transfer of all right, title and interest in the Deposited Underlying Certificates to the Trustee pursuant to Section 2.01 hereof free and clean of any lien, pledge, charge or encumbrance of any kind;2.01; and (iv) the Deposited Underlying Certificates constitute a "securities entitlement" within the meaning of the UCC; (v) neither the Underlying Certificate Seller nor the Depositor is aware of any default or event of default under, or breach of any terms of, the Underlying Agreement or the Deposited Underlying Certificates; (vi) the information set forth on Schedule I to this Agreement is true and correct as of the Closing Date; and (vii) the Deposited Underlying Certificates have been credited to the Securities Account. The representations and warranties set forth in this Section 2.03(a) shall survive the transfer and assignment of the Deposited Underlying Certificates by the Depositor to the Trustee up to and including the Distribution Date in October 2006March 2005. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which that materially and adversely affects the interests of the Certificateholders in the Deposited Underlying Certificates, the Underlying Certificate Seller, the Depositor or the Trustee shall give prompt written notice to the other parties and to the Certificateholders. If such notice is given or received on or prior to the Distribution Date in November 2006March 2005, the Underlying Certificate Seller shall cure such breach in all material respects or, if such breach cannot be cured, the Underlying Certificate Seller shall repurchase the Deposited Underlying Certificates from the Trustee on the Distribution Date immediately following the date on which the Underlying Certificate Seller is so directed by Holders of a Majority in Interest of the related Class or Classes of Regular Certificates. Any such repurchase of the Deposited Underlying Certificates by the Underlying Certificate Seller shall be accomplished on the Distribution Date of repurchase, by the payment on the Business Day prior to such Distribution Date by the Underlying Certificate Seller to the Trustee of an amount equal (in immediately available funds) (the "Purchase Price") equal to the principal balance of the Deposited Underlying Certificates immediately prior to the Distribution Date of such repurchase plus unpaid interest thereon due on or prior to the Distribution Date of such repurchase (it being understood that all distributions made on the Deposited Underlying Certificates up to immediately prior to the Distribution Date of such repurchase shall be property of the Trust Fund). The payment of the Purchase Price shall be considered a prepayment in full of the Deposited Underlying Certificates and shall be delivered to the Trustee for deposit in the Distribution Account in accordance with the provisions of Section 3.02 hereof3.02. Upon such deposit into such Distribution Account, the repurchased Deposited Underlying Certificates shall be released to the Underlying Certificate Seller, and the Trustee and the Depositor shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested and provided by the Underlying Certificate Seller to vest in the Underlying Certificate Seller, or its designee or assignee, title to the Deposited Underlying Certificates repurchased pursuant hereto. The obligation of the Underlying Certificate Seller to cure such breach of representations and warranties or effect such repurchase of the Deposited Underlying Certificates shall constitute the sole remedy respecting such breach available to Certificateholders or the Trustee on behalf of Certificateholders. (b) With respect to the Underlying Certificate Seller: (i) The Underlying Certificate Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to execute, deliver and perform this Agreement. (ii) This Agreement has been duly authorized, executed and delivered by the Underlying Certificate Seller and constitutes the legal, valid and binding agreement of the Underlying Certificate Seller, enforceable in accordance with its terms, except as its enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (iii) Neither the execution nor the delivery of this Agreement nor the issuance, delivery and sale of the Certificates, nor the consummation of any other of the transactions contemplated herein nor the fulfillment of the terms of this Agreement or the Certificates will result in the breach of any term or provision of the charter, by-laws or resolutions of the Underlying Certificate Seller or conflict with, result in a breach, violation or acceleration of or constitute a default under, the terms of any material indenture or other agreement or instrument to which the Underlying Certificate Seller is a party or by which it is bound, or any statute, order or regulation applicable to the Underlying Certificate Seller of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Underlying Certificate Seller. (iv) There are no No actions or proceedings against, or investigations of, the Underlying Certificate Seller are pending, or, to the knowledge of the Underlying Certificate Seller, threatened, before any court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement or the Certificates, (B) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, or (C) which that might materially and adversely affect the validity or enforceability of this Agreement or the Certificates. It is understood and agreed that the representations and warranties set forth in this Section 2.03(b) shall survive delivery of the Trust Fund to the Trustee. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which breach materially and adversely affects the interests of the Certificateholders, the party discovering such breach shall give prompt written notice to the other parties and to the Rating Agencies.

Representations and Warranties of the Underlying Certificate Seller. The Underlying Certificate Seller hereby represents and warrants to the Depositor and the Trustee: (a) With respect to the Deposited Underlying Certificates as of the Closing Date as follows: (i) prior to the transfer of the Deposited Underlying Certificates to the Depositor, the Underlying Certificate Seller was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind and prior to the transfer of the Deposited Underlying Certificates to the Trust Fund, the Depositor was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind; (ii) the Underlying Certificate Seller has not assigned any interest in the Deposited Underlying Certificates or any distributions thereon, except as contemplated herein; (iii) the crediting of the Deposited Underlying Certificates to the Securities Account is sufficient to effect the transfer of all right, title and interest in the Deposited Underlying Certificates to the Trustee pursuant to Section 2.01 hereof free and clean clear of any lien, pledge, charge or encumbrance of any kind; (iv) the Deposited Underlying Certificates constitute a "“securities entitlement" ” within the meaning of the UCC; (v) neither the Underlying Certificate Seller nor the Depositor is not aware of any default or event of default under, or breach of any terms of, the Underlying Agreement or the Deposited Underlying Certificates;; and (vi) the information set forth on Schedule I to this Agreement is true and correct as of the Closing Date; and (vii) the Underlying Certificate Seller has duly authorized the crediting of the Deposited Underlying Certificates have been credited to the Securities Account. The representations and warranties set forth in this Section 2.03(a) shall survive the transfer and assignment of the Deposited Underlying Certificates by the Depositor to the Trustee up to and including the Distribution Date in October 2006February 2008. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties in this Section 2.03(a) which materially and adversely affects the interests of the Certificateholders in the Deposited Underlying Certificates, the Underlying Certificate Seller, the Depositor or the Trustee shall give prompt written notice to the other parties and to the Certificateholders. If such notice is given or received on or prior to the Distribution Date in November 2006February 2008, the Underlying Certificate Seller shall cure such breach in all material respects or, if such breach cannot be cured, the Underlying Certificate Seller shall repurchase the Deposited Underlying Certificates from the Trustee on the Distribution Date immediately following the date on which the Underlying Certificate Seller is so directed by Holders of a Majority in Interest of the related Class or Classes of Regular Certificates. Any such repurchase of the Deposited Underlying Certificates by the Underlying Certificate Seller shall be accomplished on the Distribution Date of repurchase, by the payment on the Business Day prior to such Distribution Date by the Underlying Certificate Seller to the Trustee of an amount equal the Purchase Price. The payment of the Purchase Price shall be considered a prepayment in full of the Deposited Underlying Certificates and shall be delivered to the Trustee for deposit in the Distribution Account in accordance with the provisions of Section 3.02 hereof. Upon such deposit into such Distribution Account, the repurchased Deposited Underlying Certificates shall be released to the Underlying Certificate Seller, and the Trustee and the Depositor shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested and provided by the Underlying Certificate Seller to vest in the Underlying Certificate Seller, or its designee or assignee, title to the Deposited Underlying Certificates repurchased pursuant hereto. The obligation of the Underlying Certificate Seller to cure such breach of representations and warranties or effect such repurchase of the Deposited Underlying Certificates shall constitute the sole remedy respecting such breach available to Certificateholders or the Trustee on behalf of Certificateholders. (b) With respect to the Underlying Certificate Seller: (i) The Underlying Certificate Seller is a corporation limited liability company duly organizedformed, validly existing and in good standing under the laws of the State of Delaware with full power and authority to execute, deliver and perform this Agreement. (ii) This Agreement has been duly authorized, executed and delivered by the Underlying Certificate Seller and constitutes the legal, valid and binding agreement of the Underlying Certificate Seller, enforceable in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' ’ rights generally or by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (iii) Neither the execution nor the delivery of this Agreement nor the issuance, delivery and sale of the Certificates, nor the consummation of any other of the transactions contemplated herein nor the fulfillment of the terms of this Agreement or the Certificates will result in the breach of any term or provision of the chartercertificate of formation, by-laws the limited liability company agreement or resolutions of the Underlying Certificate Seller or conflict with, result in a breach, violation or acceleration of or constitute a default under, the terms of any material indenture or other agreement or instrument to which the Underlying Certificate Seller is a party or by which it is bound, or any statute, order or regulation applicable to the Underlying Certificate Seller of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Underlying Certificate Seller. (iv) There are no actions or proceedings against, or investigations of, the Underlying Certificate Seller pending, or, to the knowledge of the Underlying Certificate Seller, threatened, before any court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement or the Certificates, (B) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, or (C) which might materially and adversely affect the validity or enforceability of this Agreement or the Certificates. It is understood and agreed that the representations and warranties set forth in this Section 2.03(b) shall survive delivery of the Trust Fund to the Trustee. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which breach materially and adversely affects the interests of the Certificateholders, the party discovering such breach shall give prompt written notice to the other parties and to the Rating Agencies.

Representations and Warranties of the Underlying Certificate Seller. The Underlying Certificate Seller hereby represents and warrants to the Depositor and the Trustee (a) With respect to the Deposited Underlying Certificates as of the Closing Date as follows: (i) prior to the transfer of the Deposited Underlying Certificates to the Depositor, the Underlying Certificate Seller was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind and prior to the transfer of the Deposited Underlying Certificates to the Trust Fund, the Depositor was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind; (ii) the Underlying Certificate Seller has not assigned any interest in the Deposited Underlying Certificates or any distributions thereon, except as contemplated herein; (iii) the crediting of the Deposited Underlying Certificates to the Securities Account is sufficient to effect the transfer of all right, title and interest in the Deposited Underlying Certificates to the Trustee pursuant to Section 2.01 hereof free and clean of any lien, pledge, charge or encumbrance of any kind;hereof; and (iv) the Deposited Underlying Certificates constitute a "securities entitlement" within the meaning of the UCC; (v) neither the Underlying Certificate Seller nor the Depositor is aware of any default or event of default under, or breach of any terms of, the Underlying Agreement or the Deposited Underlying Certificates; (vi) the information set forth on Schedule I to this Agreement is true and correct as of the Closing Date; and (vii) the Deposited Underlying Certificates have been credited to the Securities Account. The representations and warranties set forth in this Section 2.03(a) shall survive the transfer and assignment of the Deposited Underlying Certificates by the Depositor to the Trustee up to and including the Distribution Date in October July 2006. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which materially and adversely affects the interests of the Certificateholders in the Deposited Underlying Certificates, the Underlying Certificate Seller, the Depositor or the Trustee shall give prompt written notice to the other parties and to the Certificateholders. If such notice is given or received on or prior to the Distribution Date in November July 2006, the Underlying Certificate Seller shall cure such breach in all material respects or, if such breach cannot be cured, the Underlying Certificate Seller shall repurchase the Deposited Underlying Certificates from the Trustee on the Distribution Date immediately following the date on which the Underlying Certificate Seller is so directed by Holders of a Majority in Interest of the related Class or Classes of Regular Certificates. Any such repurchase of the Deposited Underlying Certificates by the Underlying Certificate Seller shall be accomplished on the Distribution Date of repurchase, by the payment on the Business Day prior to such Distribution Date by the Underlying Certificate Seller to the Trustee of an amount equal (in immediately available funds) (the "Purchase Price") equal to the principal balance of the Deposited Underlying Certificates immediately prior to the Distribution Date of such repurchase plus unpaid interest thereon due on or prior to the Distribution Date of such repurchase (it being understood that all distributions made on the Deposited Underlying Certificates up to immediately prior to the Distribution Date of such repurchase shall be property of the Trust Fund). The payment of the Purchase Price shall be considered a prepayment in full of the Deposited Underlying Certificates and shall be delivered to the Trustee for deposit in the Distribution Account in accordance with the provisions of Section 3.02 hereof. Upon such deposit into such Distribution Account, the repurchased Deposited Underlying Certificates shall be released to the Underlying Certificate Seller, and the Trustee and the Depositor shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested and provided by the Underlying Certificate Seller to vest in the Underlying Certificate Seller, or its designee or assignee, title to the Deposited Underlying Certificates repurchased pursuant hereto. The obligation of the Underlying Certificate Seller to cure such breach of representations and warranties or effect such repurchase of the Deposited Underlying Certificates shall constitute the sole remedy respecting such breach available to Certificateholders or the Trustee on behalf of Certificateholders. (b) With respect to the Underlying Certificate Seller: (i) The Underlying Certificate Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to execute, deliver and perform this Agreement. (ii) This Agreement has been duly authorized, executed and delivered by the Underlying Certificate Seller and constitutes the legal, valid and binding agreement of the Underlying Certificate Seller, enforceable in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (iii) Neither the execution nor the delivery of this Agreement nor the issuance, delivery and sale of the Certificates, nor the consummation of any other of the transactions contemplated herein nor the fulfillment of the terms of this Agreement or the Certificates will result in the breach of any term or provision of the charter, by-laws or resolutions of the Underlying Certificate Seller or conflict with, result in a breach, violation or acceleration of or constitute a default under, the terms of any material indenture or other agreement or instrument to which the Underlying Certificate Seller is a party or by which it is bound, or any statute, order or regulation applicable to the Underlying Certificate Seller of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Underlying Certificate Seller. (iv) There are no actions or proceedings against, or investigations of, the Underlying Certificate Seller pending, or, to the knowledge of the Underlying Certificate Seller, threatened, before any court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement or the Certificates, (B) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, or (C) which might materially and adversely affect the validity or enforceability of this Agreement or the Certificates. It is understood and agreed that the representations and warranties set forth in this Section 2.03(b) shall survive delivery of the Trust Fund to the Trustee. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which breach materially and adversely affects the interests of the Certificateholders, the party discovering such breach shall give prompt written notice to the other parties and to the Rating Agencies.

Representations and Warranties of the Underlying Certificate Seller. The Underlying Certificate Seller hereby represents and warrants to the Depositor and the Trustee (a) With respect to the Deposited Underlying Certificates as of the Closing Date as follows: (i) prior to the transfer of the Deposited Underlying Certificates to the Depositor, the Underlying Certificate Seller was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind and prior to the transfer of the Deposited Underlying Certificates to the Trust Fund, the Depositor was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind; (ii) the Underlying Certificate Seller has not assigned any interest in the Deposited Underlying Certificates or any distributions thereon, except as contemplated herein; (iii) the crediting of the Deposited Underlying Certificates to the Securities Account is sufficient to effect the transfer of all right, title and interest in the Deposited Underlying Certificates to the Trustee pursuant to Section 2.01 hereof free and clean of any lien, pledge, charge or encumbrance of any kind; (iv) the Deposited Underlying Certificates constitute a "securities entitlement" within the meaning of the UCC; (v) neither the Underlying Certificate Seller nor the Depositor is aware of any default or event of default under, or breach of any terms of, the Underlying Agreement or the Deposited Underlying Certificates; (vi) the information set forth on Schedule I to this Agreement is true and correct as of the Closing Date; and (vii) the Deposited Underlying Certificates have been credited to the Securities Account. The representations and warranties set forth in this Section 2.03(a) shall survive the transfer and assignment of the Deposited Underlying Certificates by the Depositor to the Trustee up to and including the Distribution Date in October 2006Trustee. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which materially and adversely affects the interests of the Certificateholders in the Deposited Underlying Certificates, the Underlying Certificate Seller, the Depositor or the Trustee shall give prompt written notice to the other parties and to the Certificateholders. If such discovery or notice is given or received on or occurs prior to the Distribution Date in November September 2006, the Underlying Certificate Seller shall cure such breach in all material respects or, if such breach cannot be curedcured on or prior to the Distribution Date in September 2006, the Underlying Certificate Seller shall repurchase the Deposited Underlying Certificates from the Trustee on the Distribution Date immediately following the date on which the Underlying Certificate Seller is so directed by Holders of a Majority in Interest of the related Class or Classes of Regular Certificates. Any such repurchase of the Deposited Underlying Certificates by the Underlying Certificate Seller shall be accomplished on the Distribution Date of repurchase, by the payment on the Business Day prior to such Distribution Date by the Underlying Certificate Seller to the Trustee of an amount equal (in immediately available funds) (the "Purchase Price") equal to the principal balance of the Deposited Underlying Certificates immediately prior to the Distribution Date of such repurchase plus unpaid interest thereon due on or prior to the Distribution Date of such repurchase (it being understood that all distributions made on the Deposited Underlying Certificates up to immediately prior to the Distribution Date of such repurchase shall be property of the Trust Fund). The payment of the Purchase Price shall be considered a prepayment in full of the Deposited Underlying Certificates and shall be delivered to the Trustee for deposit in the Distribution Account in accordance with the provisions of Section 3.02 hereof. Upon such deposit into such Distribution Account, the repurchased Deposited Underlying Certificates shall be released to the Underlying Certificate Seller, and the Trustee and the Depositor shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested and provided by the Underlying Certificate Seller to vest in the Underlying Certificate Seller, or its designee or assignee, title to the Deposited Underlying Certificates repurchased pursuant hereto. The obligation of the Underlying Certificate Seller to cure such breach of representations and warranties or effect such repurchase of the Deposited Underlying Certificates shall constitute the sole remedy respecting such breach available to Certificateholders or the Trustee on behalf of Certificateholders. (b) With respect to the Underlying Certificate Seller: (i) The Underlying Certificate Seller is a corporation limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to execute, deliver and perform this Agreement. (ii) This Agreement has been duly authorized, executed and delivered by the Underlying Certificate Seller and constitutes the legal, valid and binding agreement of the Underlying Certificate Seller, enforceable in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (iii) Neither the execution nor the delivery of this Agreement nor the issuance, delivery and sale of the Certificates, nor the consummation of any other of the transactions contemplated herein nor the fulfillment of the terms of this Agreement or the Certificates will result in the breach of any term or provision of the charter, by-laws or resolutions of the Underlying Certificate Seller or conflict with, result in a breach, violation or acceleration of or constitute a default under, the terms of any material indenture or other agreement or instrument to which the Underlying Certificate Seller is a party or by which it is bound, or any statute, order or regulation applicable to the Underlying Certificate Seller of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Underlying Certificate Seller. (iv) There are no actions or proceedings against, or investigations of, the Underlying Certificate Seller pending, or, to the knowledge of the Underlying Certificate Seller, threatened, before any court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement or the Certificates, (B) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, or (C) which might materially and adversely affect the validity or enforceability of this Agreement or the Certificates. It is understood and agreed that the representations and warranties set forth in this Section 2.03(b) shall survive delivery of the Trust Fund to the Trustee. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which breach materially and adversely affects the interests of the Certificateholders, the party discovering such breach shall give prompt written notice to the other parties and to the Rating Agencies.

Representations and Warranties of the Underlying Certificate Seller. The Underlying Certificate Seller hereby represents and warrants to the Depositor and the Trustee (a) With respect to the Deposited Underlying Certificates as of the Closing Date as follows: (i) prior to the transfer of the Deposited Underlying Certificates to the Depositor, the Underlying Certificate Seller was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind and prior to the transfer of the Deposited Underlying Certificates to the Trust Fund, the Depositor was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind; (ii) the Underlying Certificate Seller has not assigned any interest in the Deposited Underlying Certificates or any distributions thereon, except as contemplated herein; (iii) the crediting of the Deposited Underlying Certificates to the Securities Account is sufficient to effect the transfer of all right, title and interest in the Deposited Underlying Certificates to the Trustee pursuant to Section 2.01 hereof free and clean clear of any lien, pledge, charge or encumbrance of any kind; (iv) the Deposited Underlying Certificates constitute a "“securities entitlement" ” within the meaning of the UCC; (v) neither the Underlying Certificate Seller nor the Depositor is not aware of any default or event of default under, or breach of any terms of, the applicable Underlying Agreement or the Deposited Underlying Certificates;; and (vi) the information set forth on Schedule I to this Agreement is true and correct as of the Closing Date; and (vii) the Underlying Certificate Seller has duly authorized the crediting of the Deposited Underlying Certificates have been credited to the Securities Account. The representations and warranties set forth in this Section 2.03(a) shall survive the transfer and assignment of the Deposited Underlying Certificates by the Depositor to the Trustee up to and including the Distribution Date in October 2006April 2008. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties with respect to a Deposited Underlying Certificate which materially and adversely affects the interests of the related Certificateholders in the such Deposited Underlying Certificates, the Underlying Certificate Seller, the Depositor or the Trustee shall give prompt written notice to the other parties and to the related Certificateholders. If such notice is given or received on or prior to the Distribution Date in November 2006April 2008, the Underlying Certificate Seller shall cure such breach in all material respects or, if such breach cannot be cured, the Underlying Certificate Seller shall repurchase the Deposited Underlying Certificates from the Trustee on the Distribution Date immediately following the date on which the Underlying Certificate Seller is so directed by Holders of a Majority in Interest of the related Class or Classes of Regular Certificates (other than any Certificates held by the Underlying Certificate Seller or an affiliate unless the Underlying Certificate Seller or an affiliate holds 100% of such Class or Classes of Certificates). Any such repurchase of the Deposited Underlying Certificates by the Underlying Certificate Seller shall be accomplished on the Distribution Date of repurchase, by the payment on the Business Day prior to such Distribution Date by the Underlying Certificate Seller to the Trustee of an amount equal to the applicable Purchase Price. The payment of the applicable Purchase Price shall be considered a prepayment in full of the such Deposited Underlying Certificates and shall be delivered to the Trustee for deposit in the Distribution Account in accordance with the provisions of Section 3.02 hereof. Upon such deposit into such Distribution Account, the repurchased Deposited Underlying Certificates shall be released to the Underlying Certificate Seller, and the Trustee and the Depositor shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested and provided by the Underlying Certificate Seller to vest in the Underlying Certificate Seller, or its designee or assignee, title to the Deposited Underlying Certificates repurchased pursuant hereto. The obligation of the Underlying Certificate Seller to cure such breach of representations and warranties or effect such repurchase of the Deposited Underlying Certificates shall constitute the sole remedy respecting such breach available to Certificateholders or the Trustee on behalf of Certificateholders. (b) With respect to the Underlying Certificate Seller: (i) The Underlying Certificate Seller is a corporation limited liability company duly organizedformed, validly existing and in good standing under the laws of the State of Delaware with full power and authority to execute, deliver and perform this Agreement. (ii) This Agreement has been duly authorized, executed and delivered by the Underlying Certificate Seller and constitutes the legal, valid and binding agreement of the Underlying Certificate Seller, enforceable in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' ’ rights generally or by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (iii) Neither the execution nor the delivery of this Agreement nor the issuance, delivery and sale of the Certificates, nor the consummation of any other of the transactions contemplated herein nor the fulfillment of the terms of this Agreement or the Certificates will result in the breach of any term or provision of the charter, by-laws certificate of formation or the limited liability company agreement of the Underlying Certificate Seller or resolutions of the Underlying Certificate Seller or conflict with, result in a breach, violation or acceleration of or constitute a default under, the terms of any material indenture or other agreement or instrument to which the Underlying Certificate Seller is a party or by which it is bound, or any statute, order or regulation applicable to the Underlying Certificate Seller of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Underlying Certificate Seller. (iv) There are no actions or proceedings against, or investigations of, the Underlying Certificate Seller pending, or, to the knowledge of the Underlying Certificate Seller, threatened, before any court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement or the Certificates, (B) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, or (C) which might materially and adversely affect the validity or enforceability of this Agreement or the Certificates. It is understood and agreed that the representations and warranties set forth in this Section 2.03(b) shall survive delivery of the Trust Fund to the Trustee. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which breach materially and adversely affects the interests of the Certificateholders, the party discovering such breach shall give prompt written notice to the other parties and to the Rating Agencies.

Representations and Warranties of the Underlying Certificate Seller. The Underlying Certificate Seller hereby represents and warrants to the Depositor and the Trustee (a) With respect to the Deposited Underlying Certificates as of the Closing Date as follows: (i) prior to the transfer of the Deposited Underlying Certificates to the Depositor, the Underlying Certificate Seller was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind and prior to the transfer of the Deposited Underlying Certificates to the Trust Fund, the Depositor was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind; (ii) the Underlying Certificate Seller has not assigned any interest in the Deposited Underlying Certificates or any distributions thereon, except as contemplated herein; (iii) the crediting of the Deposited Underlying Certificates to the Securities Account is sufficient to effect the transfer of all right, title and interest in the Deposited Underlying Certificates to the Trustee pursuant to Section 2.01 hereof free and clean of any lien, pledge, charge or encumbrance of any kind; (iv) the Deposited Underlying Certificates constitute a "securities entitlement" within the meaning of the UCC; (v) neither the Underlying Certificate Seller nor the Depositor is not aware of any default or event of default under, or breach of any terms of, the Underlying Agreement or the Deposited Underlying Certificates;; and (vi) the information set forth on Schedule I to this Agreement is true and correct as of the Closing Date; and (vii) the Deposited Underlying Certificates have been credited to the Securities Account. The representations and warranties set forth in this Section 2.03(a) shall survive the transfer and assignment of the Deposited Underlying Certificates by the Depositor to the Trustee up to and including the Distribution Date in October 2006. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which materially and adversely affects the interests of the Certificateholders in the Deposited Underlying Certificates, the Underlying Certificate Seller, the Depositor or the Trustee shall give prompt written notice to the other parties and to the Certificateholders. If such notice is given or received on or prior to the Distribution Date in November 2006, the Underlying Certificate Seller shall cure such breach in all material respects or, if such breach cannot be cured, the Underlying Certificate Seller shall repurchase the Deposited Underlying Certificates from the Trustee on the Distribution Date immediately following the date on which the Underlying Certificate Seller is so directed by Holders of a Majority in Interest of the related Class or Classes of Regular Certificates. Any such repurchase of the Deposited Underlying Certificates by the Underlying Certificate Seller shall be accomplished on the Distribution Date of repurchase, by the payment on the Business Day prior to such Distribution Date by the Underlying Certificate Seller to the Trustee of an amount equal the Purchase Price. The payment of the Purchase Price shall be considered a prepayment in full of the Deposited Underlying Certificates and shall be delivered to the Trustee for deposit in the Distribution Account in accordance with the provisions of Section 3.02 hereof. Upon such deposit into such Distribution Account, the repurchased Deposited Underlying Certificates shall be released to the Underlying Certificate Seller, and the Trustee and the Depositor shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested and provided by the Underlying Certificate Seller to vest in the Underlying Certificate Seller, or its designee or assignee, title to the Deposited Underlying Certificates repurchased pursuant hereto. The obligation of the Underlying Certificate Seller to cure such breach of representations and warranties or effect such repurchase of the Deposited Underlying Certificates shall constitute the sole remedy respecting such breach available to Certificateholders or the Trustee on behalf of Certificateholders. (b) With respect to the Underlying Certificate Seller: (i) The Underlying Certificate Seller is a corporation limited liability company duly organizedformed, validly existing and in good standing under the laws of the State of Delaware with full power and authority to execute, deliver and perform this Agreement. (ii) This Agreement has been duly authorized, executed and delivered by the Underlying Certificate Seller and constitutes the legal, valid and binding agreement of the Underlying Certificate Seller, enforceable in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (iii) Neither the execution nor the delivery of this Agreement nor the issuance, delivery and sale of the Certificates, nor the consummation of any other of the transactions contemplated herein nor the fulfillment of the terms of this Agreement or the Certificates will result in the breach of any term or provision of the charter, by-laws or resolutions of the Underlying Certificate Seller or conflict with, result in a breach, violation or acceleration of or constitute a default under, the terms of any material indenture or other agreement or instrument to which the Underlying Certificate Seller is a party or by which it is bound, or any statute, order or regulation applicable to the Underlying Certificate Seller of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Underlying Certificate Seller. (iv) There are no actions or proceedings against, or investigations of, the Underlying Certificate Seller pending, or, to the knowledge of the Underlying Certificate Seller, threatened, before any court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement or the Certificates, (B) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, or (C) which might materially and adversely affect the validity or enforceability of this Agreement or the Certificates. It is understood and agreed that the representations and warranties set forth in this Section 2.03(b) shall survive delivery of the Trust Fund to the Trustee. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which breach materially and adversely affects the interests of the Certificateholders, the party discovering such breach shall give prompt written notice to the other parties and to the Rating Agencies.

Representations and Warranties of the Underlying Certificate Seller. The Underlying Certificate Seller hereby represents and warrants to the Depositor and the Trustee (a) With respect to the Deposited Underlying Certificates as of the Closing Date as follows: (i) prior to the transfer of the Deposited Underlying Certificates to the Depositor, the Underlying Certificate Seller was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind and prior to the transfer of the Deposited Underlying Certificates to the Trust Fund, the Depositor was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind; (ii) the Underlying Certificate Seller has not assigned any interest in the Deposited Underlying Certificates or any distributions thereon, except as contemplated herein; (iii) the crediting of the Deposited Underlying Certificates to the Securities Account is sufficient to effect the transfer of all right, title and interest in the Deposited Underlying Certificates to the Trustee pursuant to Section 2.01 hereof free and clean clear of any lien, pledge, charge or encumbrance of any kind; (iv) the Deposited Underlying Certificates constitute a "“securities entitlement" ” within the meaning of the UCC; (v) neither the Underlying Certificate Seller nor the Depositor is not aware of any default or event of default under, or breach of any terms of, the applicable Underlying Agreement or the Deposited Underlying Certificates;; and (vi) the information set forth on Schedule I to this Agreement is true and correct as of the Closing Date; and (vii) the Underlying Certificate Seller has duly authorized the crediting of the Deposited Underlying Certificates have been credited to the Securities Account. The representations and warranties set forth in this Section 2.03(a) shall survive the transfer and assignment of the Deposited Underlying Certificates by the Depositor to the Trustee up to and including the Distribution Date in October 2006January 2008. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties with respect to a Deposited Underlying Certificate which materially and adversely affects the interests of the related Certificateholders in the such Deposited Underlying Certificates, the Underlying Certificate Seller, the Depositor or the Trustee shall give prompt written notice to the other parties and to the related Certificateholders. If such notice is given or received on or prior to the Distribution Date in November 2006January 2008, the Underlying Certificate Seller shall cure such breach in all material respects or, if such breach cannot be cured, the Underlying Certificate Seller shall repurchase the Deposited Underlying Certificates from the Trustee on the Distribution Date immediately following the date on which the Underlying Certificate Seller is so directed by Holders of a Majority in Interest of the related Class or Classes of Regular Certificates. Any such repurchase of the Deposited Underlying Certificates by the Underlying Certificate Seller shall be accomplished on the Distribution Date of repurchase, by the payment on the Business Day prior to such Distribution Date by the Underlying Certificate Seller to the Trustee of an amount equal to the applicable Purchase Price. The payment of the applicable Purchase Price shall be considered a prepayment in full of the such Deposited Underlying Certificates and shall be delivered to the Trustee for deposit in the Distribution Account in accordance with the provisions of Section 3.02 hereof. Upon such deposit into such Distribution Account, the repurchased Deposited Underlying Certificates shall be released to the Underlying Certificate Seller, and the Trustee and the Depositor shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested and provided by the Underlying Certificate Seller to vest in the Underlying Certificate Seller, or its designee or assignee, title to the Deposited Underlying Certificates repurchased pursuant hereto. The obligation of the Underlying Certificate Seller to cure such breach of representations and warranties or effect such repurchase of the Deposited Underlying Certificates shall constitute the sole remedy respecting such breach available to Certificateholders or the Trustee on behalf of Certificateholders. (b) With respect to the Underlying Certificate Seller: (i) The Underlying Certificate Seller is a corporation limited liability company duly organizedformed, validly existing and in good standing under the laws of the State of Delaware with full power and authority to execute, deliver and perform this Agreement. (ii) This Agreement has been duly authorized, executed and delivered by the Underlying Certificate Seller and constitutes the legal, valid and binding agreement of the Underlying Certificate Seller, enforceable in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' ’ rights generally or by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (iii) Neither the execution nor the delivery of this Agreement nor the issuance, delivery and sale of the Certificates, nor the consummation of any other of the transactions contemplated herein nor the fulfillment of the terms of this Agreement or the Certificates will result in the breach of any term or provision of the charter, by-laws certificate of formation or the limited liability company agreement of the Underlying Certificate Seller or resolutions of the Underlying Certificate Seller or conflict with, result in a breach, violation or acceleration of or constitute a default under, the terms of any material indenture or other agreement or instrument to which the Underlying Certificate Seller is a party or by which it is bound, or any statute, order or regulation applicable to the Underlying Certificate Seller of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Underlying Certificate Seller. (iv) There are no actions or proceedings against, or investigations of, the Underlying Certificate Seller pending, or, to the knowledge of the Underlying Certificate Seller, threatened, before any court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement or the Certificates, (B) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, or (C) which might materially and adversely affect the validity or enforceability of this Agreement or the Certificates. It is understood and agreed that the representations and warranties set forth in this Section 2.03(b) shall survive delivery of the Trust Fund to the Trustee. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which breach materially and adversely affects the interests of the Certificateholders, the party discovering such breach shall give prompt written notice to the other parties and to the Rating Agencies.

Representations and Warranties of the Underlying Certificate Seller. The Underlying Certificate Seller hereby represents and warrants to the Depositor and the Trustee (a) With respect to the Deposited Underlying Certificates Certificate as of the Closing Date as follows: (i) immediately prior to the transfer of the Deposited Underlying Certificates Certificate to the Depositor, the Underlying Certificate Seller was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind and prior to the transfer of the Deposited Underlying Certificates to the Trust Fund, the Depositor was the sole owner of the Deposited Underlying Certificates Certificate free and clear of any lien, pledge, charge or encumbrance of any kind;; and (ii) the Underlying Certificate Seller has not assigned any interest in the Deposited Underlying Certificates Certificate or any distributions thereon, except as contemplated herein; (iii) the crediting of the Deposited Underlying Certificates to the Securities Account is sufficient to effect the transfer of all right, title and interest in the Deposited Underlying Certificates to the Trustee pursuant to Section 2.01 hereof free and clean of any lien, pledge, charge or encumbrance of any kind; (iv) the Deposited Underlying Certificates constitute a "securities entitlement" within the meaning of the UCC; (v) neither the Underlying Certificate Seller nor the Depositor is aware of any default or event of default under, or breach of any terms of, the Underlying Agreement or the Deposited Underlying Certificates; (vi) the information set forth on Schedule I to this Agreement is true and correct as of the Closing Date; and (vii) the Deposited Underlying Certificates have been credited to the Securities Account. The representations and warranties set forth in this Section 2.03(a) shall survive the transfer and assignment of the Deposited Underlying Certificates Certificate by the Depositor to the Trustee up to and including the Distribution Date in October 2006Trustee. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which materially and adversely affects the interests of the Certificateholders in the Deposited Underlying CertificatesCertificate, the Underlying Certificate Seller, the Depositor or the Trustee shall give prompt written notice to the other parties and to the Certificateholders. If such notice is given or received on or prior to the Distribution Date in November 2006, the The Underlying Certificate Seller shall cure such breach in all material respects or, if such breach cannot be curedcured within 90 days after notice to or discovery by the Underlying Certificate Seller, the Underlying Certificate Seller shall repurchase the Deposited Underlying Certificates Certificate from the Trustee on the Distribution Date immediately following the date on which the Underlying Certificate Seller is so directed by Holders of a Majority in Interest of the related Class or Classes of Regular Certificates. Any such repurchase of the Deposited Underlying Certificates Certificate by the Underlying Certificate Seller shall be accomplished on the Distribution Date of repurchase, by the payment on the Business Day prior to such Distribution Date by the Underlying Certificate Seller to the Trustee of an amount equal (in immediately available funds) (the "Purchase Price") equal to the principal balance of the Deposited Underlying Certificate immediately prior to the Distribution Date of such repurchase plus unpaid interest thereon due on or prior to the Distribution Date of such repurchase (it being understood that all distributions made on the Deposited Underlying Certificate up to immediately prior to the Distribution Date of such repurchase shall be property of the Trust Fund). The payment of the Purchase Price shall be considered a prepayment in full of the Deposited Underlying Certificates Certificate and shall be delivered to the Trustee for deposit in the Distribution Account in accordance with the provisions of Section 3.02 hereof. Upon such deposit into such Distribution Account, the repurchased Deposited Underlying Certificates Certificate shall be released to the Underlying Certificate Seller, and the Trustee and the Depositor shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested and provided by the Underlying Certificate Seller to vest in the Underlying Certificate Seller, or its designee or assignee, title to the Deposited Underlying Certificates Certificate repurchased pursuant hereto. The obligation of the Underlying Certificate Seller to cure such breach of representations and warranties or effect such repurchase of the Deposited Underlying Certificates Certificate shall constitute the sole remedy respecting such breach available to Certificateholders or the Trustee on behalf of Certificateholders. (b) With respect to the Underlying Certificate Seller: (i) The Underlying Certificate Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware California with full power and authority to execute, deliver and perform this Agreement. (ii) This Agreement has been duly authorized, executed and delivered by the Underlying Certificate Seller and constitutes the legal, valid and binding agreement of the Underlying Certificate Seller, enforceable in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (iii) Neither the execution nor the delivery of this Agreement nor the issuance, delivery and sale of the Certificates, nor the consummation of any other of the transactions contemplated herein nor the fulfillment of the terms of this Agreement or the Certificates will result in the breach of any term or provision of the charter, by-laws or resolutions of the Underlying Certificate Seller or conflict with, result in a breach, violation or acceleration of or constitute a default under, the terms of any material indenture or other agreement or instrument to which the Underlying Certificate Seller is a party or by which it is bound, or any statute, order or regulation applicable to the Underlying Certificate Seller of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Underlying Certificate Seller. (iv) There are no actions or proceedings against, or investigations of, the Underlying Certificate Seller pending, or, to the knowledge of the Underlying Certificate Seller, threatened, before any court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement or the Certificates, (B) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, or (C) which might materially and adversely affect the validity or enforceability of this Agreement or the Certificates. It is understood and agreed that the representations and warranties set forth in this Section 2.03(b) shall survive delivery of the Trust Fund to the Trustee. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which breach materially and adversely affects the interests of the Certificateholders, the party discovering such breach shall give prompt written notice to the other parties and to the Rating Agencies.

Representations and Warranties of the Underlying Certificate Seller. The Underlying Certificate Seller hereby represents and warrants to the Depositor and the Trustee (a) With respect to the Deposited Underlying Certificates Certificate as of the Closing Date as follows: (i) prior to the transfer of the Deposited Underlying Certificates Certificate to the Depositor, the Underlying Certificate Seller was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind and prior to the transfer of the Deposited Underlying Certificates to the Trust Fund, the Depositor was the sole owner of the Deposited Underlying Certificates Certificate free and clear of any lien, pledge, charge or encumbrance of any kind; (ii) the Underlying Certificate Seller has not assigned any interest in the Deposited Underlying Certificates Certificate or any distributions thereon, except as contemplated herein; (iii) the crediting of the Deposited Underlying Certificates Certificate to the Securities Account is sufficient to effect the transfer of all right, title and interest in the Deposited Underlying Certificates Certificate to the Trustee pursuant to Section 2.01 hereof free and clean of any lien, pledge, charge or encumbrance of any kind; (iv) the Deposited Underlying Certificates Certificate constitute a "“securities entitlement" ” within the meaning of the UCC; (v) neither the Underlying Certificate Seller nor the Depositor is not aware of any default or event of default under, or breach of any terms of, the Underlying Agreement or the Deposited Underlying Certificates;Certificate; and (vi) the information set forth on Schedule I to this Agreement is true and correct as of the Closing Date; and (vii) the Deposited Underlying Certificates have Certificate has been credited to the Securities Account. The representations and warranties set forth in this Section 2.03(a) shall survive the transfer and assignment of the Deposited Underlying Certificates Certificate by the Depositor to the Trustee up to and including the Distribution Date in October 2006March 2007. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which materially and adversely affects the interests of the Certificateholders in the Deposited Underlying CertificatesCertificate, the Underlying Certificate Seller, the Depositor or the Trustee shall give prompt written notice to the other parties and to the Certificateholders. If such notice is given or received on or prior to the Distribution Date in November 2006April 2007, the Underlying Certificate Seller shall cure such breach in all material respects or, if such breach cannot be cured, the Underlying Certificate Seller shall repurchase the Deposited Underlying Certificates Certificate from the Trustee on the Distribution Date immediately following the date on which the Underlying Certificate Seller is so directed by Holders of a Majority in Interest of the related Class or Classes of Regular Certificates. Any such repurchase of the Deposited Underlying Certificates Certificate by the Underlying Certificate Seller shall be accomplished on the Distribution Date of repurchase, by the payment on the Business Day prior to such Distribution Date by the Underlying Certificate Seller to the Trustee of an amount equal the Purchase Price. The payment of the Purchase Price shall be considered a prepayment in full of the Deposited Underlying Certificates Certificate and shall be delivered to the Trustee for deposit in the Distribution Account in accordance with the provisions of Section 3.02 hereof. Upon such deposit into such Distribution Account, the repurchased Deposited Underlying Certificates Certificate shall be released to the Underlying Certificate Seller, and the Trustee and the Depositor shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested and provided by the Underlying Certificate Seller to vest in the Underlying Certificate Seller, or its designee or assignee, title to the Deposited Underlying Certificates Certificate repurchased pursuant hereto. The obligation of the Underlying Certificate Seller to cure such breach of representations and warranties or effect such repurchase of the Deposited Underlying Certificates Certificate shall constitute the sole remedy respecting such breach available to Certificateholders or the Trustee on behalf of Certificateholders. (b) With respect to the Underlying Certificate Seller: (i) The Underlying Certificate Seller is a corporation limited liability company duly organizedformed, validly existing and in good standing under the laws of the State of Delaware with full power and authority to execute, deliver and perform this Agreement. (ii) This Agreement has been duly authorized, executed and delivered by the Underlying Certificate Seller and constitutes the legal, valid and binding agreement of the Underlying Certificate Seller, enforceable in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' ’ rights generally or by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (iii) Neither the execution nor the delivery of this Agreement nor the issuance, delivery and sale of the Certificates, nor the consummation of any other of the transactions contemplated herein nor the fulfillment of the terms of this Agreement or the Certificates will result in the breach of any term or provision of the charter, by-laws or resolutions of the Underlying Certificate Seller or conflict with, result in a breach, violation or acceleration of or constitute a default under, the terms of any material indenture or other agreement or instrument to which the Underlying Certificate Seller is a party or by which it is bound, or any statute, order or regulation applicable to the Underlying Certificate Seller of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Underlying Certificate Seller. (iv) There are no actions or proceedings against, or investigations of, the Underlying Certificate Seller pending, or, to the knowledge of the Underlying Certificate Seller, threatened, before any court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement or the Certificates, (B) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, or (C) which might materially and adversely affect the validity or enforceability of this Agreement or the Certificates. It is understood and agreed that the representations and warranties set forth in this Section 2.03(b) shall survive delivery of the Trust Fund to the Trustee. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which breach materially and adversely affects the interests of the Certificateholders, the party discovering such breach shall give prompt written notice to the other parties and to the Rating Agencies.

Representations and Warranties of the Underlying Certificate Seller. The Underlying Certificate Seller hereby represents and warrants to the Depositor and the Trustee (a) With respect to the Deposited Underlying Certificates as of the Closing Date as follows: (i) prior to the transfer of the Deposited Underlying Certificates to the Depositor, the Underlying Certificate Seller was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind and prior to the transfer of the Deposited Underlying Certificates to the Trust Fund, the Depositor was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind; (ii) the Underlying Certificate Seller has not assigned any interest in the Deposited Underlying Certificates or any distributions thereon, except as contemplated herein; (iii) the crediting of the Deposited Underlying Certificates to the Securities Account is sufficient to effect the transfer of all right, title and interest in the Deposited Underlying Certificates to the Trustee pursuant to Section 2.01 hereof free and clean of any lien, pledge, charge or encumbrance of any kind; (iv) the Deposited Underlying Certificates constitute a "securities entitlement" within the meaning of the UCC; (v) neither the Underlying Certificate Seller nor the Depositor is aware of any default or event of default under, or breach of any terms of, the Underlying Agreement or the Deposited Underlying Certificates; (vi) the information set forth on Schedule I to this Agreement is true and correct as of the Closing Date; and (vii) the Deposited Underlying Certificates have been credited to the Securities Account. The representations and warranties set forth in this Section 2.03(a) shall survive the transfer and assignment of the Deposited Underlying Certificates by the Depositor to the Trustee up to and including the Distribution Date in October 2006Trustee. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which materially and adversely affects the interests of the Certificateholders in the Deposited Underlying Certificates, the Underlying Certificate Seller, the Depositor or the Trustee shall give prompt written notice to the other parties and to the Certificateholders. If such notice is given or received on or prior to the Distribution Date in November 2006, the The Underlying Certificate Seller shall cure such breach in all material respects or, if such breach cannot be curedcured on or prior to the Distribution Date in July 2006, the Underlying Certificate Seller shall repurchase the Deposited Underlying Certificates from the Trustee on the Distribution Date immediately following the date on which the Underlying Certificate Seller is so directed by Holders of a Majority in Interest of the related Class or Classes of Regular Certificates. Any such repurchase of the Deposited Underlying Certificates by the Underlying Certificate Seller shall be accomplished on the Distribution Date of repurchase, by the payment on the Business Day prior to such Distribution Date by the Underlying Certificate Seller to the Trustee of an amount equal (in immediately available funds) (the "Purchase Price") equal to the principal balance of the Deposited Underlying Certificates immediately prior to the Distribution Date of such repurchase plus unpaid interest thereon due on or prior to the Distribution Date of such repurchase (it being understood that all distributions made on the Deposited Underlying Certificates up to immediately prior to the Distribution Date of such repurchase shall be property of the Trust Fund). The payment of the Purchase Price shall be considered a prepayment in full of the Deposited Underlying Certificates and shall be delivered to the Trustee for deposit in the Distribution Account in accordance with the provisions of Section 3.02 hereof. Upon such deposit into such Distribution Account, the repurchased Deposited Underlying Certificates shall be released to the Underlying Certificate Seller, and the Trustee and the Depositor shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested and provided by the Underlying Certificate Seller to vest in the Underlying Certificate Seller, or its designee or assignee, title to the Deposited Underlying Certificates repurchased pursuant hereto. The obligation of the Underlying Certificate Seller to cure such breach of representations and warranties or effect such repurchase of the Deposited Underlying Certificates shall constitute the sole remedy respecting such breach available to Certificateholders or the Trustee on behalf of Certificateholders. (b) With respect to the Underlying Certificate Seller: (i) The Underlying Certificate Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware [Delaware] with full power and authority to execute, deliver and perform this Agreement. (ii) This Agreement has been duly authorized, executed and delivered by the Underlying Certificate Seller and constitutes the legal, valid and binding agreement of the Underlying Certificate Seller, enforceable in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (iii) Neither the execution nor the delivery of this Agreement nor the issuance, delivery and sale of the Certificates, nor the consummation of any other of the transactions contemplated herein nor the fulfillment of the terms of this Agreement or the Certificates will result in the breach of any term or provision of the charter, by-laws or resolutions of the Underlying Certificate Seller or conflict with, result in a breach, violation or acceleration of or constitute a default under, the terms of any material indenture or other agreement or instrument to which the Underlying Certificate Seller is a party or by which it is bound, or any statute, order or regulation applicable to the Underlying Certificate Seller of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Underlying Certificate Seller. (iv) There are no actions or proceedings against, or investigations of, the Underlying Certificate Seller pending, or, to the knowledge of the Underlying Certificate Seller, threatened, before any court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement or the Certificates, (B) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, or (C) which might materially and adversely affect the validity or enforceability of this Agreement or the Certificates. It is understood and agreed that the representations and warranties set forth in this Section 2.03(b) shall survive delivery of the Trust Fund to the Trustee. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which breach materially and adversely affects the interests of the Certificateholders, the party discovering such breach shall give prompt written notice to the other parties and to the Rating Agencies.

Representations and Warranties of the Underlying Certificate Seller. The Underlying Certificate Seller hereby represents and warrants to the Depositor and the Trustee (a) With respect to the Deposited Underlying Certificates as of the Closing Date as follows: (i) prior to the transfer of the Deposited Underlying Certificates to the Depositor, the Underlying Certificate Seller was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind and prior to the transfer of the Deposited Underlying Certificates to the Trust Fund, the Depositor was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind; (ii) the Underlying Certificate Seller has not assigned any interest in the Deposited Underlying Certificates or any distributions thereon, except as contemplated herein; (iii) the crediting of the Deposited Underlying Certificates to the Securities Account is sufficient to effect the transfer of all right, title and interest in the Deposited Underlying Certificates to the Trustee pursuant to Section 2.01 hereof free and clean of any lien, pledge, charge or encumbrance of any kind;hereof; and (iv) the Deposited Underlying Certificates constitute a "securities entitlement" within the meaning of the UCC; (v) neither the Underlying Certificate Seller nor the Depositor is aware of any default or event of default under, or breach of any terms of, the Underlying Agreement or the Deposited Underlying Certificates; (vi) the information set forth on Schedule I to this Agreement is true and correct as of the Closing Date; and (vii) the Deposited Underlying Certificates have been credited to the Securities Account. The representations and warranties set forth in this Section 2.03(a) shall survive the transfer and assignment of the Deposited Underlying Certificates by the Depositor to the Trustee up to and including the Distribution Date in October 2006Trustee. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which materially and adversely affects the interests of the Certificateholders in the Deposited Underlying Certificates, the Underlying Certificate Seller, the Depositor or the Trustee shall give prompt written notice to the other parties and to the Certificateholders. If such notice is given or received on On or prior to the Distribution Date in November 2006February 2004, the Underlying Certificate Seller shall cure such breach in all material respects or, if such breach cannot be cured, the Underlying Certificate Seller shall repurchase the Deposited Underlying Certificates from the Trustee on the Distribution Date immediately following the date on which the Underlying Certificate Seller is so directed by Holders of a Majority in Interest of the related Class or Classes of Regular Certificates. Any such repurchase of the Deposited Underlying Certificates by the Underlying Certificate Seller shall be accomplished on the Distribution Date of repurchase, by the payment on the Business Day prior to such Distribution Date by the Underlying Certificate Seller to the Trustee of an amount equal (in immediately available funds) (the "Purchase Price") equal to the principal balance of the Deposited Underlying Certificates immediately prior to the Distribution Date of such repurchase plus unpaid interest thereon due on or prior to the Distribution Date of such repurchase (it being understood that all distributions made on the Deposited Underlying Certificates up to immediately prior to the Distribution Date of such repurchase shall be property of the Trust Fund). The payment of the Purchase Price shall be considered a prepayment in full of the Deposited Underlying Certificates and shall be delivered to the Trustee for deposit in the Distribution Account in accordance with the provisions of Section 3.02 hereof. Upon such deposit into such Distribution Account, the repurchased Deposited Underlying Certificates shall be released to the Underlying Certificate Seller, and the Trustee and the Depositor shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested and provided by the Underlying Certificate Seller to vest in the Underlying Certificate Seller, or its designee or assignee, title to the Deposited Underlying Certificates repurchased pursuant hereto. The obligation of the Underlying Certificate Seller to cure such breach of representations and warranties or effect such repurchase of the Deposited Underlying Certificates shall constitute the sole remedy respecting such breach available to Certificateholders or the Trustee on behalf of Certificateholders. (b) With respect to the Underlying Certificate Seller: (i) The Underlying Certificate Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to execute, deliver and perform this Agreement. (ii) This Agreement has been duly authorized, executed and delivered by the Underlying Certificate Seller and constitutes the legal, valid and binding agreement of the Underlying Certificate Seller, enforceable in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (iii) Neither the execution nor the delivery of this Agreement nor the issuance, delivery and sale of the Certificates, nor the consummation of any other of the transactions contemplated herein nor the fulfillment of the terms of this Agreement or the Certificates will result in the breach of any term or provision of the charter, by-laws or resolutions of the Underlying Certificate Seller or conflict with, result in a breach, violation or acceleration of or constitute a default under, the terms of any material indenture or other agreement or instrument to which the Underlying Certificate Seller is a party or by which it is bound, or any statute, order or regulation applicable to the Underlying Certificate Seller of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Underlying Certificate Seller. (iv) There are no actions or proceedings against, or investigations of, the Underlying Certificate Seller pending, or, to the knowledge of the Underlying Certificate Seller, threatened, before any court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement or the Certificates, (B) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, or (C) which might materially and adversely affect the validity or enforceability of this Agreement or the Certificates. It is understood and agreed that the representations and warranties set forth in this Section 2.03(b) shall survive delivery of the Trust Fund to the Trustee. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which breach materially and adversely affects the interests of the Certificateholders, the party discovering such breach shall give prompt written notice to the other parties and to the Rating Agencies.

Representations and Warranties of the Underlying Certificate Seller. The Underlying Certificate Seller hereby represents and warrants to the Depositor and the Trustee (a) With respect to the Deposited Underlying Certificates as of the Closing Date as follows: (i) prior to the transfer of the Deposited Underlying Certificates to the Depositor, the Underlying Certificate Seller was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind and prior to the transfer of the Deposited Underlying Certificates to the Trust Fund, the Depositor was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind; (ii) the Underlying Certificate Seller has not assigned any interest in the Deposited Underlying Certificates or any distributions thereon, except as contemplated herein; (iii) the crediting of the Deposited Underlying Certificates to the Securities Account is sufficient to effect the transfer of all right, title and interest in the Deposited Underlying Certificates to the Trustee pursuant to Section 2.01 hereof free and clean of any lien, pledge, charge or encumbrance of any kind;hereof; and (iv) the Deposited Underlying Certificates constitute a "securities entitlement" within the meaning of the UCC; (v) neither the Underlying Certificate Seller nor the Depositor is aware of any default or event of default under, or breach of any terms of, the Underlying Agreement or the Deposited Underlying Certificates; (vi) the information set forth on Schedule I to this Agreement is true and correct as of the Closing Date; and (vii) the Deposited Underlying Certificates have been credited to the Securities Account. The representations and warranties set forth in this Section 2.03(a) shall survive the transfer and assignment of the Deposited Underlying Certificates by the Depositor to the Trustee up to and including the Distribution Date in October 2006Trustee. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which materially and adversely affects the interests of the Certificateholders in the Deposited Underlying Certificates, the Underlying Certificate Seller, the Depositor or the Trustee shall give prompt written notice to the other parties and to the Certificateholders. If such notice is given or received on or prior to the Distribution Date in November 2006, the The Underlying Certificate Seller shall cure such breach in all material respects or, if such breach cannot be curedcured on or prior to the Distribution Date in April 2004, the Underlying Certificate Seller shall repurchase the Deposited Underlying Certificates from the Trustee on the Distribution Date immediately following the date on which the Underlying Certificate Seller is so directed by Holders of a Majority in Interest of the related Class or Classes of Regular Certificates. Any such repurchase of the Deposited Underlying Certificates by the Underlying Certificate Seller shall be accomplished on the Distribution Date of repurchase, by the payment on the Business Day prior to such Distribution Date by the Underlying Certificate Seller to the Trustee of an amount equal (in immediately available funds) (the "Purchase Price") equal to the principal balance of the Deposited Underlying Certificates immediately prior to the Distribution Date of such repurchase plus unpaid interest thereon due on or prior to the Distribution Date of such repurchase (it being understood that all distributions made on the Deposited Underlying Certificates up to immediately prior to the Distribution Date of such repurchase shall be property of the Trust Fund). The payment of the Purchase Price shall be considered a prepayment in full of the Deposited Underlying Certificates and shall be delivered to the Trustee for deposit in the Distribution Account in accordance with the provisions of Section 3.02 hereof. Upon such deposit into such Distribution Account, the repurchased Deposited Underlying Certificates shall be released to the Underlying Certificate Seller, and the Trustee and the Depositor shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested and provided by the Underlying Certificate Seller to vest in the Underlying Certificate Seller, or its designee or assignee, title to the Deposited Underlying Certificates repurchased pursuant hereto. The obligation of the Underlying Certificate Seller to cure such breach of representations and warranties or effect such repurchase of the Deposited Underlying Certificates shall constitute the sole remedy respecting such breach available to Certificateholders or the Trustee on behalf of Certificateholders. (b) With respect to the Underlying Certificate Seller: (i) The Underlying Certificate Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to execute, deliver and perform this Agreement. (ii) This Agreement has been duly authorized, executed and delivered by the Underlying Certificate Seller and constitutes the legal, valid and binding agreement of the Underlying Certificate Seller, enforceable in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (iii) Neither the execution nor the delivery of this Agreement nor the issuance, delivery and sale of the Certificates, nor the consummation of any other of the transactions contemplated herein nor the fulfillment of the terms of this Agreement or the Certificates will result in the breach of any term or provision of the charter, by-laws or resolutions of the Underlying Certificate Seller or conflict with, result in a breach, violation or acceleration of or constitute a default under, the terms of any material indenture or other agreement or instrument to which the Underlying Certificate Seller is a party or by which it is bound, or any statute, order or regulation applicable to the Underlying Certificate Seller of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Underlying Certificate Seller. (iv) There are no actions or proceedings against, or investigations of, the Underlying Certificate Seller pending, or, to the knowledge of the Underlying Certificate Seller, threatened, before any court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement or the Certificates, (B) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, or (C) which might materially and adversely affect the validity or enforceability of this Agreement or the Certificates. It is understood and agreed that the representations and warranties set forth in this Section 2.03(b) shall survive delivery of the Trust Fund to the Trustee. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which breach materially and adversely affects the interests of the Certificateholders, the party discovering such breach shall give prompt written notice to the other parties and to the Rating Agencies.

Representations and Warranties of the Underlying Certificate Seller. The Underlying Certificate Seller hereby represents and warrants to the Depositor and the Trustee (a) With respect to the Deposited Underlying Certificates as of the Closing Date as follows: (i) prior to the transfer of the Deposited Underlying Certificates to the Depositor, the Underlying Certificate Seller was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind and prior to the transfer of the Deposited Underlying Certificates to the Trust Fund, the Depositor was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind; (ii) the Underlying Certificate Seller has not assigned any interest in the Deposited Underlying Certificates or any distributions thereon, except as contemplated herein; (iii) the crediting of the Deposited Underlying Certificates to the Securities Account is sufficient to effect the transfer of all right, title and interest in the Deposited Underlying Certificates to the Trustee pursuant to Section 2.01 hereof free and clean of any lien, pledge, charge or encumbrance of any kind;hereof; and (iv) the Deposited Underlying Certificates constitute a "securities entitlement" within the meaning of the UCC; (v) neither the Underlying Certificate Seller nor the Depositor is aware of any default or event of default under, or breach of any terms of, the Underlying Agreement or the Deposited Underlying Certificates; (vi) the information set forth on Schedule I to this Agreement is true and correct as of the Closing Date; and (vii) the Deposited Underlying Certificates have been credited to the Securities Account. The representations and warranties set forth in this Section 2.03(a) shall survive the transfer and assignment of the Deposited Underlying Certificates by the Depositor to the Trustee up to and including the Distribution Date in October 2006January 2005. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which materially and adversely affects the interests of the Certificateholders in the Deposited Underlying Certificates, the Underlying Certificate Seller, the Depositor or the Trustee shall give prompt written notice to the other parties and to the Certificateholders. If such notice is given or received on or prior to the Distribution Date in November 2006January 2005, the Underlying Certificate Seller shall cure such breach in all material respects or, if such breach cannot be cured, the Underlying Certificate Seller shall repurchase the Deposited Underlying Certificates from the Trustee on the Distribution Date immediately following the date on which the Underlying Certificate Seller is so directed by Holders of a Majority in Interest of the related Class or Classes of Regular Certificates. Any such repurchase of the Deposited Underlying Certificates by the Underlying Certificate Seller shall be accomplished on the Distribution Date of repurchase, by the payment on the Business Day prior to such Distribution Date by the Underlying Certificate Seller to the Trustee of an amount equal (in immediately available funds) (the "Purchase Price") equal to the principal balance of the Deposited Underlying Certificates immediately prior to the Distribution Date of such repurchase plus unpaid interest thereon due on or prior to the Distribution Date of such repurchase (it being understood that all distributions made on the Deposited Underlying Certificates up to immediately prior to the Distribution Date of such repurchase shall be property of the Trust Fund). The payment of the Purchase Price shall be considered a prepayment in full of the Deposited Underlying Certificates and shall be delivered to the Trustee for deposit in the Distribution Account in accordance with the provisions of Section 3.02 hereof. Upon such deposit into such Distribution Account, the repurchased Deposited Underlying Certificates shall be released to the Underlying Certificate Seller, and the Trustee and the Depositor shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested and provided by the Underlying Certificate Seller to vest in the Underlying Certificate Seller, or its designee or assignee, title to the Deposited Underlying Certificates repurchased pursuant hereto. The obligation of the Underlying Certificate Seller to cure such breach of representations and warranties or effect such repurchase of the Deposited Underlying Certificates shall constitute the sole remedy respecting such breach available to Certificateholders or the Trustee on behalf of Certificateholders. (b) With respect to the Underlying Certificate Seller: (i) The Underlying Certificate Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to execute, deliver and perform this Agreement. (ii) This Agreement has been duly authorized, executed and delivered by the Underlying Certificate Seller and constitutes the legal, valid and binding agreement of the Underlying Certificate Seller, enforceable in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, reorganization moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (iii) Neither the execution nor the delivery of this Agreement nor the issuance, delivery and sale of the Certificates, nor the consummation of any other of the transactions contemplated herein nor the fulfillment of the terms of this Agreement or the Certificates will result in the breach of any term or provision of the charter, by-laws or resolutions of the Underlying Certificate Seller or conflict with, result in a breach, violation or acceleration of or constitute a default under, the terms of any material indenture or other agreement or instrument to which the Underlying Certificate Seller is a party or by which it is bound, or any statute, order or regulation applicable to the Underlying Certificate Seller of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Underlying Certificate Seller. (iv) There are no actions or proceedings against, or investigations of, the Underlying Certificate Seller pending, or, to the knowledge of the Underlying Certificate Seller, threatened, before any court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement or the Certificates, (B) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, or (C) which might materially and adversely affect the validity or enforceability of this Agreement or the Certificates. It is understood and agreed that the representations and warranties set forth in this Section 2.03(b) shall survive delivery of the Trust Fund to the Trustee. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which breach materially and adversely affects the interests of the Certificateholders, the party discovering such breach shall give prompt written notice to the other parties and to the Rating Agencies.

Representations and Warranties of the Underlying Certificate Seller. The Underlying Certificate Seller hereby represents and warrants to the Depositor and the Trustee (a) With respect to the Deposited Underlying Certificates as of the Closing Date as follows: (i) prior to the transfer of the Deposited Underlying Certificates to the Depositor, the Underlying Certificate Seller was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind and prior to the transfer of the Deposited Underlying Certificates to the Trust Fund, the Depositor was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind; (ii) the Underlying Certificate Seller has not assigned any interest in the Deposited Underlying Certificates or any distributions thereon, except as contemplated herein; (iii) the crediting of the Deposited Underlying Certificates to the Securities Account is sufficient to effect the transfer of all right, title and interest in the Deposited Underlying Certificates to the Trustee pursuant to Section 2.01 hereof free and clean of any lien, pledge, charge or encumbrance of any kind;hereof; and (iv) the Deposited Underlying Certificates constitute a "securities entitlement" within the meaning of the UCC; (v) neither the Underlying Certificate Seller nor the Depositor is aware of any default or event of default under, or breach of any terms of, the Underlying Agreement or the Deposited Underlying Certificates; (vi) the information set forth on Schedule I to this Agreement is true and correct as of the Closing Date; and (vii) the Deposited Underlying Certificates have been credited to the Securities Account. The representations and warranties set forth in this Section 2.03(a) shall survive the transfer and assignment of the Deposited Underlying Certificates by the Depositor to the Trustee up to and including the Distribution Date in October 2006March 2005. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which materially and adversely affects the interests of the Certificateholders in the Deposited Underlying Certificates, the Underlying Certificate Seller, the Depositor or the Trustee shall give prompt written notice to the other parties and to the Certificateholders. If such notice is given or received on or prior to the Distribution Date in November 2006March 2005, the Underlying Certificate Seller shall cure such breach in all material respects or, if such breach cannot be cured, the Underlying Certificate Seller shall repurchase the Deposited Underlying Certificates from the Trustee on the Distribution Date immediately following the date on which the Underlying Certificate Seller is so directed by Holders of a Majority in Interest of the related Class or Classes of Regular Certificates. Any such repurchase of the Deposited Underlying Certificates by the Underlying Certificate Seller shall be accomplished on the Distribution Date of repurchase, by the payment on the Business Day prior to such Distribution Date by the Underlying Certificate Seller to the Trustee of an amount equal (in immediately available funds) (the "Purchase Price") equal to the principal balance of the Deposited Underlying Certificates immediately prior to the Distribution Date of such repurchase plus unpaid interest thereon due on or prior to the Distribution Date of such repurchase (it being understood that all distributions made on the Deposited Underlying Certificates up to immediately prior to the Distribution Date of such repurchase shall be property of the Trust Fund). The payment of the Purchase Price shall be considered a prepayment in full of the Deposited Underlying Certificates and shall be delivered to the Trustee for deposit in the Distribution Account in accordance with the provisions of Section 3.02 hereof. Upon such deposit into such Distribution Account, the repurchased Deposited Underlying Certificates shall be released to the Underlying Certificate Seller, and the Trustee and the Depositor shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested and provided by the Underlying Certificate Seller to vest in the Underlying Certificate Seller, or its designee or assignee, title to the Deposited Underlying Certificates repurchased pursuant hereto. The obligation of the Underlying Certificate Seller to cure such breach of representations and warranties or effect such repurchase of the Deposited Underlying Certificates shall constitute the sole remedy respecting such breach available to Certificateholders or the Trustee on behalf of Certificateholders. (b) With respect to the Underlying Certificate Seller: (i) The Underlying Certificate Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to execute, deliver and perform this Agreement. (ii) This Agreement has been duly authorized, executed and delivered by the Underlying Certificate Seller and constitutes the legal, valid and binding agreement of the Underlying Certificate Seller, enforceable in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (iii) Neither the execution nor the delivery of this Agreement nor the issuance, delivery and sale of the Certificates, nor the consummation of any other of the transactions contemplated herein nor the fulfillment of the terms of this Agreement or the Certificates will result in the breach of any term or provision of the charter, by-laws or resolutions of the Underlying Certificate Seller or conflict with, result in a breach, violation or acceleration of or constitute a default under, the terms of any material indenture or other agreement or instrument to which the Underlying Certificate Seller is a party or by which it is bound, or any statute, order or regulation applicable to the Underlying Certificate Seller of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Underlying Certificate Seller. (iv) There are no actions or proceedings against, or investigations of, the Underlying Certificate Seller pending, or, to the knowledge of the Underlying Certificate Seller, threatened, before any court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement or the Certificates, (B) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, or (C) which might materially and adversely affect the validity or enforceability of this Agreement or the Certificates. It is understood and agreed that the representations and warranties set forth in this Section 2.03(b) shall survive delivery of the Trust Fund to the Trustee. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which breach materially and adversely affects the interests of the Certificateholders, the party discovering such breach shall give prompt written notice to the other parties and to the Rating Agencies.

Representations and Warranties of the Underlying Certificate Seller. The Underlying Certificate Seller hereby represents and warrants to the Depositor and the Trustee (a) With respect to the Deposited Underlying Certificates as of the Closing Date as follows: (i) prior to the transfer of the Deposited Underlying Certificates to the Depositor, the Underlying Certificate Seller was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind and prior to the transfer of the Deposited Underlying Certificates to the Trust Fund, the Depositor was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind; (ii) the Underlying Certificate Seller has not assigned any interest in the Deposited Underlying Certificates or any distributions thereon, except as contemplated herein; (iii) the crediting of the Deposited Underlying Certificates to the Securities Account is sufficient to effect the transfer of all right, title and interest in the Deposited Underlying Certificates to the Trustee pursuant to Section 2.01 hereof free and clean of any lien, pledge, charge or encumbrance of any kind; (iv) the Deposited Underlying Certificates constitute a "securities entitlement" within the meaning of the UCC; (v) neither the Underlying Certificate Seller nor the Depositor is aware of any default or event of default under, or breach of any terms of, the Underlying Agreement or the Deposited Underlying Certificates; (vi) the information set forth on Schedule I to this Agreement is true and correct as of the Closing Date; and (vii) the Deposited Underlying Certificates have been credited to the Securities Account. The representations and warranties set forth in this Section 2.03(a) shall survive the transfer and assignment of the Deposited Underlying Certificates by the Depositor to the Trustee up to and including the Distribution Date in October 2006Trustee. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which materially and adversely affects the interests of the Certificateholders in the Deposited Underlying Certificates, the Underlying Certificate Seller, the Depositor or the Trustee shall give prompt written notice to the other parties and to the Certificateholders. If such discovery or notice is given or received on or occurs prior to the Distribution Date in November December 2006, the Underlying Certificate Seller shall cure such breach in all material respects or, if such breach cannot be curedcured on or prior to the Distribution Date in December 2006, the Underlying Certificate Seller shall repurchase the Deposited Underlying Certificates from the Trustee on the Distribution Date immediately following the date on which the Underlying Certificate Seller is so directed by Holders of a Majority in Interest of the related Class or Classes of Regular Certificates. Any such repurchase of the Deposited Underlying Certificates by the Underlying Certificate Seller shall be accomplished on the Distribution Date of repurchase, by the payment on the Business Day prior to such Distribution Date by the Underlying Certificate Seller to the Trustee of an amount equal (in immediately available funds) (the "Purchase Price") equal to the principal balance of the Deposited Underlying Certificates immediately prior to the Distribution Date of such repurchase plus unpaid interest thereon due on or prior to the Distribution Date of such repurchase (it being understood that all distributions made on the Deposited Underlying Certificates up to immediately prior to the Distribution Date of such repurchase shall be property of the Trust Fund). The payment of the Purchase Price shall be considered a prepayment in full of the Deposited Underlying Certificates and shall be delivered to the Trustee for deposit in the Distribution Account in accordance with the provisions of Section 3.02 hereof. Upon such deposit into such Distribution Account, the repurchased Deposited Underlying Certificates shall be released to the Underlying Certificate Seller, and the Trustee and the Depositor shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested and provided by the Underlying Certificate Seller to vest in the Underlying Certificate Seller, or its designee or assignee, title to the Deposited Underlying Certificates repurchased pursuant hereto. The obligation of the Underlying Certificate Seller to cure such breach of representations and warranties or effect such repurchase of the Deposited Underlying Certificates shall constitute the sole remedy respecting such breach available to Certificateholders or the Trustee on behalf of Certificateholders. (b) With respect to the Underlying Certificate Seller: (i) The Underlying Certificate Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to execute, deliver and perform this Agreement. (ii) This Agreement has been duly authorized, executed and delivered by the Underlying Certificate Seller and constitutes the legal, valid and binding agreement of the Underlying Certificate Seller, enforceable in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (iii) Neither the execution nor the delivery of this Agreement nor the issuance, delivery and sale of the Certificates, nor the consummation of any other of the transactions contemplated herein nor the fulfillment of the terms of this Agreement or the Certificates will result in the breach of any term or provision of the charter, by-laws or resolutions of the Underlying Certificate Seller or conflict with, result in a breach, violation or acceleration of or constitute a default under, the terms of any material indenture or other agreement or instrument to which the Underlying Certificate Seller is a party or by which it is bound, or any statute, order or regulation applicable to the Underlying Certificate Seller of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Underlying Certificate Seller. (iv) There are no actions or proceedings against, or investigations of, the Underlying Certificate Seller pending, or, to the knowledge of the Underlying Certificate Seller, threatened, before any court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement or the Certificates, (B) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, or (C) which might materially and adversely affect the validity or enforceability of this Agreement or the Certificates. It is understood and agreed that the representations and warranties set forth in this Section 2.03(b) shall survive delivery of the Trust Fund to the Trustee. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which breach materially and adversely affects the interests of the Certificateholders, the party discovering such breach shall give prompt written notice to the other parties and to the Rating Agencies.

Representations and Warranties of the Underlying Certificate Seller. The Underlying Certificate Seller hereby represents and warrants to the Depositor and the Trustee (a) With respect to the Deposited Underlying Certificates as of the Closing Date as follows: (i) prior to the transfer of the Deposited Underlying Certificates to the Depositor, the Underlying Certificate Seller was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind and prior to the transfer of the Deposited Underlying Certificates to the Trust Fund, the Depositor was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind; (ii) the Underlying Certificate Seller has not assigned any interest in the Deposited Underlying Certificates or any distributions thereon, except as contemplated herein; 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 Deposited Underlying Certificates; (iii) the Depositor is not aware of any judgment or tax lien filings against the Depositor; (iv) the crediting of the Deposited Underlying Certificates to the Securities Account is sufficient to effect the transfer of all right, title and interest in the Deposited Underlying Certificates to the Trustee pursuant to Section 2.01 hereof free and clean of any lien, pledge, charge or encumbrance of any kind; (ivv) the Deposited Underlying Certificates constitute a "“securities entitlement" ” within the meaning of the UCC; (vvi) neither the Underlying Certificate Seller nor the Depositor is aware of any default or event of default under, or breach of any terms of, the Underlying Agreement or the Deposited Underlying Certificates; (vi) the information set forth on Schedule I to this Agreement is true and correct as of the Closing Date; and (vii) the Deposited Underlying Certificates have been credited to the Securities Account. The representations and warranties set forth in this Section 2.03(a) shall survive the transfer and assignment of the Deposited Underlying Certificates by the Depositor to the Trustee up to and including the Distribution Date in October 2006. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which materially and adversely affects the interests of the Certificateholders in the Deposited Underlying Certificates, the Underlying Certificate Seller, the Depositor or the Trustee shall give prompt written notice to the other parties and to the Certificateholders. If such notice is given or received on or prior to the Distribution Date in November 2006, the Underlying Certificate Seller shall cure such breach in all material respects or, if such breach cannot be cured, the Underlying Certificate Seller shall repurchase the Deposited Underlying Certificates from the Trustee on the Distribution Date immediately following the date on which the Underlying Certificate Seller is so directed by Holders of a Majority in Interest of the related Class or Classes of Regular Certificates. Any such repurchase of the Deposited Underlying Certificates by the Underlying Certificate Seller shall be accomplished on the Distribution Date of repurchase, by the payment on the Business Day prior to such Distribution Date by the Underlying Certificate Seller to the Trustee of an amount equal the Purchase Price. The payment of the Purchase Price shall be considered a prepayment in full of the Deposited Underlying Certificates and shall be delivered to the Trustee for deposit in the Distribution Account in accordance with the provisions of Section 3.02 hereof. Upon such deposit into such Distribution Account, the repurchased Deposited Underlying Certificates shall be released to the Underlying Certificate Seller, and the Trustee and the Depositor shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested and provided by the Underlying Certificate Seller to vest in the Underlying Certificate Seller, or its designee or assignee, title to the Deposited Underlying Certificates repurchased pursuant hereto. The obligation of the Underlying Certificate Seller to cure such breach of representations and warranties or effect such repurchase of the Deposited Underlying Certificates shall constitute the sole remedy respecting such breach available to Certificateholders or the Trustee on behalf of Certificateholders. (b) With respect to the Underlying Certificate Seller: (i) The Underlying Certificate Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to execute, deliver and perform this Agreement. (ii) This Agreement has been duly authorized, executed and delivered by the Underlying Certificate Seller and constitutes the legal, valid and binding agreement of the Underlying Certificate Seller, enforceable in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (iii) Neither the execution nor the delivery of this Agreement nor the issuance, delivery and sale of the Certificates, nor the consummation of any other of the transactions contemplated herein nor the fulfillment of the terms of this Agreement or the Certificates will result in the breach of any term or provision of the charter, by-laws or resolutions of the Underlying Certificate Seller or conflict with, result in a breach, violation or acceleration of or constitute a default under, the terms of any material indenture or other agreement or instrument to which the Underlying Certificate Seller is a party or by which it is bound, or any statute, order or regulation applicable to the Underlying Certificate Seller of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Underlying Certificate Seller. (iv) There are no actions or proceedings against, or investigations of, the Underlying Certificate Seller pending, or, to the knowledge of the Underlying Certificate Seller, threatened, before any court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement or the Certificates, (B) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, or (C) which might materially and adversely affect the validity or enforceability of this Agreement or the Certificates. It is understood and agreed that the representations and warranties set forth in this Section 2.03(b) shall survive delivery of the Trust Fund to the Trustee. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which breach materially and adversely affects the interests of the Certificateholders, the party discovering such breach shall give prompt written notice to the other parties and to the Rating Agencies.

Representations and Warranties of the Underlying Certificate Seller. The Underlying Certificate Seller hereby represents and warrants to the Depositor and the Trustee: (a) With respect to the Deposited Underlying Certificates as of the Closing Date as follows: (i) immediately prior to the transfer of the Deposited Underlying Certificates to the Depositor, the Underlying Certificate Seller was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind and prior to the transfer of the Deposited Underlying Certificates to the Trust Fund, the Depositor was the sole owner of the Deposited Underlying Certificates free and clear of any lien, pledge, charge or encumbrance of any kind; (ii) the Underlying Certificate Seller has not assigned any interest in the Deposited Underlying Certificates or any distributions thereon, except as contemplated herein; (iii) the crediting Underlying Certificate Seller has not agreed to any amendment to a related Underlying Agreement and has not received a request for any such amendment; (iv) the Underlying Certificate Seller has full right to sell the Deposited Underlying Certificates to the Depositor; and (v) all conditions precedent and any restrictions upon the transfer of the Deposited Underlying Certificates provided for in the Underlying Agreements have been satisfied and the transfer of the Deposited Underlying Certificates to the Securities Account Depositor is sufficient complete. (b) Each Deposited Underlying Certificate is entitled to effect the transfer benefits of all right, title the related Underlying Agreement and represents a beneficial ownership interest in the related Underlying Mortgage Loans. (c) Each Deposited Underlying Certificates to the Trustee pursuant to Section 2.01 hereof free and clean of any lien, pledge, charge or encumbrance of any kind; (iv) the Deposited Underlying Certificates constitute Certificate is a "securities entitlementqualified" mortgage within the meaning of the UCC; (vSection 860(b)(a)(3) neither the Underlying Certificate Seller nor the Depositor is aware of any default or event of default under, or breach of any terms of, the Underlying Agreement or the Deposited Underlying Certificates; (vi) the information set forth on Schedule I to this Agreement is true and correct as of the Closing Date; and (vii) the Deposited Underlying Certificates have been credited to the Securities AccountCode. The representations and warranties set forth in this Section 2.03(a) shall survive the transfer and assignment of the Deposited Underlying Certificates by the Depositor to the Trustee up to and including the Distribution Date in October 2006Trustee. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which materially and adversely affects the interests of the Certificateholders in one or more of the Deposited Underlying Certificates, the Underlying Certificate Seller, the Depositor or the Trustee shall give prompt written notice to the other parties and to the Certificateholders. If such notice is given or received on or prior to the Distribution Date in November 2006, the The Underlying Certificate Seller shall cure such breach in all material respects or, if such breach cannot be curedcured within 90 days after notice to or discovery by the Underlying Certificate Seller, the Underlying Certificate Seller shall repurchase the Deposited Underlying Certificate or Certificates related to such breach from the Trustee on the Distribution Date immediately following the date on which the Underlying Certificate Seller is so directed by Holders of a Majority in Interest of the Certificates related Class to the applicable Deposited Underlying Certificate or Classes of Regular Certificates. Any such repurchase of the Deposited Underlying Certificates by the Underlying Certificate Seller shall be accomplished on the Distribution Date of repurchase, by the payment on the Business Day prior to such Distribution Date by the Underlying Certificate Seller to the Trustee of an amount equal the Purchase PricePrice (it being understood that all distributions made on the Deposited Underlying Certificates up to immediately prior to the Distribution Date of such repurchase shall be property of the Trust Fund). The payment of the Purchase Price shall be considered a prepayment in full of the applicable Deposited Underlying Certificates and shall be delivered to the Trustee for deposit in the Distribution Account in accordance with the provisions of Section 3.02 hereof. Upon such deposit into such Distribution Account, the repurchased Deposited Underlying Certificates shall be released to the Underlying Certificate Seller, and the Trustee and the Depositor shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested and provided by the Underlying Certificate Seller to vest in the Underlying Certificate Seller, or its designee or assignee, title to the Deposited Underlying Certificates repurchased pursuant hereto. The obligation of the Underlying Certificate Seller to cure such breach of representations and warranties or effect such repurchase of the Deposited Underlying Certificates shall constitute the sole remedy respecting such breach available to Certificateholders or the Trustee on behalf of Certificateholders. (b) With respect to the Underlying Certificate Seller: (i) The Underlying Certificate Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to execute, deliver and perform this Agreement. (ii) This Agreement has been duly authorized, executed and delivered by the Underlying Certificate Seller and constitutes the legal, valid and binding agreement of the Underlying Certificate Seller, enforceable in accordance with its terms, except as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (iii) Neither the execution nor the delivery of this Agreement nor the issuance, delivery and sale of the Certificates, nor the consummation of any other of the transactions contemplated herein nor the fulfillment of the terms of this Agreement or the Certificates will result in the breach of any term or provision of the charter, by-laws or resolutions of the Underlying Certificate Seller or conflict with, result in a breach, violation or acceleration of or constitute a default under, the terms of any material indenture or other agreement or instrument to which the Underlying Certificate Seller is a party or by which it is bound, or any statute, order or regulation applicable to the Underlying Certificate Seller of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Underlying Certificate Seller. (iv) There are no actions or proceedings against, or investigations of, the Underlying Certificate Seller pending, or, to the knowledge of the Underlying Certificate Seller, threatened, before any court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement or the Certificates, (B) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, or (C) which might materially and adversely affect the validity or enforceability of this Agreement or the Certificates. It is understood and agreed that the representations and warranties set forth in this Section 2.03(b) shall survive delivery of the Trust Fund to the Trustee. Upon discovery by the Underlying Certificate Seller, the Depositor or a Responsible Officer of the Trustee of a breach of any of the foregoing representations and warranties which breach materially and adversely affects the interests of the Certificateholders, the party discovering such breach shall give prompt written notice to the other parties and to the Rating Agencies.