Common use of Representations and Warranties of the Depositor with Respect to the Mortgage Certificates Clause in Contracts

Representations and Warranties of the Depositor with Respect to the Mortgage Certificates. The Depositor hereby represents and warrants to the Trustee with respect to any Mortgage Certificates included in the Trust Fund that: (a) the Depositor is the owner of each Mortgage Certificate free and clear of any liens or the adverse interests of any person; (b) the Depositor has acquired its ownership in such Mortgage Certificates in good faith without notice of any adverse claim; (c) the Depositor has not assigned any interest in such Mortgage Certificate or any distributions thereon, except as contemplated herein (or if any such interest has been assigned, it has been released); (d) the information set forth with respect to each Mortgage Certificate in Schedule I hereto is complete and correct; The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Mortgage Certificates to the Trustee. Upon discovery by the Depositor or the Trustee of a breach of any of the foregoing representation and warranties, the party discovering such breach shall give prompt written notice to the other. Within 30 days or, with the prior written consent of the Trustee, such longer period specified in such consent, of its discovery or its receipt of the representations and warranties set forth above, shall cure such breach in all material respects or shall deliver a Substitute Mortgage Certificate for the Original Mortgage Certificate in the manner, and under the circumstances, specified in Section 2.05 to cure such breach. In the event that the Depositor is unable to cure such breach, it shall repurchase each affected Mortgage Certificate from the Trustee. Any such repurchase by the Depositor shall be accomplished at a price payable to the Trustee equal to the lesser of: (i) the sum of: (a) the Outstanding Mortgage Certificate Amount of the Mortgage Certificate to be repurchased on the date of such repurchase, (b) all interest accrued but unpaid to the Trustee on such principal balance, at the rate of interest borne by such Mortgage Certificate, through the last day of the month of such repurchase and (ii) the Trust Fund's adjusted tax basis in such Mortgage Certificate, determined in accordance with the Code and the regulations promulgated thereunder. The payment of the purchase price for any repurchased Mortgage Certificates shall be considered a prepayment in full of the related Mortgage Certificate and shall be deposited by the Depositor in the Certificate Account in accordance with the provisions of Section 7.04 hereof and, upon such deposit into the Certificate Account, the related Mortgage Certificate shall be released to the Depositor, and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be reasonably requested by the Depositor to vest in the Depositor, or its designee or assignee, title to any Mortgage Certificate repurchased pursuant hereto. The obligation of the Depositor to repurchase any Mortgage Certificate as to which a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to Certificateholders or the Trustee on behalf of Certificateholders. The Trustee may take legal action to enforce the Depositor's obligation to repurchase such Mortgage Certificates. The reasonable legal fees and expenses incurred by the Trustee in connection with any such legal action shall be reimbursable to the Trustee out of the proceeds of any such action and shall be retained by the Trustee prior to the deposit of any remaining proceeds in the Certificate Account pending distribution thereof to Certificateholders in accordance with Section 3.01 hereof. Any distributions received by the Trustee with respect to such repurchased Mortgage Certificate subsequent to the date of such repurchase shall be promptly remitted by the Trustee to the Depositor.