Common use of Representations, Warranties and Covenants of the Trustee Clause in Contracts

Representations, Warranties and Covenants of the Trustee. The Trustee hereby represents, warrants and covenants to the Collateral Agent, the Servicer, the Certificate Insurer, the Certificateholders, the Unaffiliated Seller and the Depositor that as of the date of this Agreement or as of such date specifically provided herein: (a) The Trustee is a banking corporation duly organized, validly existing and in good standing under the laws of the State of New York; (b) The Trustee has the corporate power and authority to execute, deliver and perform, and to enter into and consummate transactions contemplated by this Agreement; and (c) This Agreement has been duly and validly authorized, executed and delivered by the Trustee, all requisite corporate action having been taken, and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute the legal, valid and binding agreement of the Trustee, enforceable against the Trustee in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.05 shall survive delivery of the respective Trustee's Mortgage Files to the Collateral Agent, on behalf of the Trustee or to another custodian, as the case may be and shall inure to the benefit of the Certificate Insurer.

Representations, Warranties and Covenants of the Trustee. The Trustee hereby represents, warrants and covenants to the Collateral Agent, the Servicer, the Certificate Insurer, the Certificateholders, the Unaffiliated Seller and the Depositor that as of the date of this Agreement or as of such date specifically provided herein: (a) The Trustee is a banking corporation duly organized, validly existing and in good standing under the laws of the State of New York; (b) The Trustee has the corporate power and authority to execute, deliver and perform, and to enter into and consummate transactions contemplated by this Agreement; and (c) This Agreement has been duly and validly authorized, executed and delivered by the Trustee, all requisite corporate action having been taken, and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute the legal, valid and binding agreement of the Trustee, enforceable against the Trustee in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.05 shall survive delivery of the respective Trustee's Mortgage Files to the Collateral Agent, on behalf of the Trustee or to another custodian, as the case may be and shall inure to the benefit of the Certificate InsurerCertificateholders.