Common use of Representations and Warranties of Bank Clause in Contracts

Representations and Warranties of Bank. (a) Bank hereby represents and warrants to Company as of the Effective Date of this Agreement and as of each Closing Date that: (1) Bank is an FDIC-insured Utah-chartered industrial bank, duly organized, validly existing under the laws of the State of Utah and has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement; the execution, delivery and performance of this Agreement and the transfer of the Loans and Receivables have been duly authorized and are not in conflict with and do not violate the terms of the charter or bylaws of Bank and will not result in a material breach of or constitute a default under, or require any consent under, any indenture, loan or agreement to which Bank is a party; (2) All approvals, authorizations, licenses, registrations, consents, and other actions by, notices to, and filings with, any Person that may be required in connection with the execution, delivery, and performance of this Agreement by Bank, have been obtained; (3) This Agreement constitutes a legal, valid, and binding obligation of Bank, enforceable against Bank in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in effect (including the rights and obligations of receivers and conservators under 12 U.S.C. §§ 1821(d) and (e)), which may affect the enforcement of creditors’ rights in general, and (ii) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); (4) There are no proceedings or investigations pending or, to the best knowledge of Bank, threatened against Bank (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by Bank pursuant to this Agreement, (iii) seeking any determination or ruling that, in the reasonable judgment of Bank, would materially and adversely affect the performance by Bank of its obligations under this Agreement, (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or (v) would have a materially adverse financial effect on Bank or its operations if resolved adversely to it; provided, however, that Bank makes no representation or warranty regarding the examination of Bank by the FDIC or the Utah Department of Financial Institutions, or any actions resulting from such examination; (5) Bank is not Insolvent; (6) The execution, delivery and performance of this Agreement by Bank comply with Utah and federal banking laws specifically applicable to Bank’s operations; provided that, except as expressly set forth herein, Bank makes no representation or warranty regarding compliance with Utah or federal banking laws relating to consumer or other borrower protection, consumer or business lending, usury, loan collection, anti-money laundering, data security or privacy; (7) To the extent that Bank receives non-public personally identifiable information from the Company or the Borrower, Bank will comply with all Applicable Laws related to the protection and retention of such information; and (8) With respect to each Loan and Receivable sold on any Closing Date by Bank to Company, (i) Bank has not taken any action (directly or indirectly, voluntarily or involuntarily): (x) to alter the terms or conditions of such Loan or Receivable or (y) that could be reasonably expected to impair the enforceability of such Loans or Receivables (except that such representation does not extend to any action by Company or its agents); or (ii) upon Bank’s receipt of the related Purchase Price (inclusive of the agreement to pay the Loan Trailing Fee), Bank shall have conveyed to Company all of Bank’s right, title and interest in such Loans and Receivables subject to no prior security interest in favor of any other creditor of Bank. (b) The representations and warranties set forth in this Section 4 shall survive the sale, transfer and assignment of the Loans and Receivables to Company pursuant to this Agreement and, with the exception of those representations and warranties contained in subsection 4(a)(4), shall be made continuously throughout the term of this Agreement. In the event that any investigation or proceeding of the nature described in subsection 4(a)(4) is instituted or threatened against Bank, Bank shall promptly notify Company of such pending or threatened investigation or proceeding (unless prohibited from doing so by Applicable Laws or the direction of a Regulatory Authority).

Representations and Warranties of Bank. (a) Bank hereby represents and warrants to Company Purchaser, as of the Effective Date of this Agreement and as of each Closing Date under this Agreement that: (1a) This Agreement constitutes a legal, valid and binding obligation of Bank, enforceable against Bank in accordance with its terms except (i) to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect, which may affect the enforcement of creditors’ rights in general, and (ii) as such enforceability may be limited by general principles of equity. (b) Bank is an FDIC-insured UtahNew Jersey state-chartered industrial bank, duly organized, validly existing existing, and in good standing under the laws of the State of Utah and New Jersey. (c) Bank has full corporate power and authority to execute, deliver, deliver and perform all its obligations under this Agreement; . (d) The execution of this Agreement and the completion of all actions required or contemplated to be taken by Bank hereunder are within the ordinary course of Bank’s business and not prohibited by, and complies with, Applicable Laws in all material respects. (e) The execution, delivery and performance by Bank of this Agreement (i) comply with New Jersey and the transfer of the Loans federal banking laws in all material respects, and Receivables (ii) have been duly authorized by Bank, and are not in conflict with and do not violate the terms of the charter or bylaws by-laws of Bank and will shall not result in a material breach of or constitute a default under, or require any consent under, any indenture, loan or agreement to which Bank is a party;. (2f) Bank is not Insolvent. (g) All authorizations, approvals, authorizations, licenses, registrations, consents, registrations and other actions by, notices to, and filings with, any Person that may be required in connection with relation to the execution, delivery, and performance of this Agreement by Bank, have been obtained;, except to the extent that the failure to so obtain would not reasonably be likely to have a material adverse effect on the Purchaser Loans. (3) This Agreement constitutes a legal, valid, and binding obligation of Bank, enforceable against Bank in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in effect (including the rights and obligations of receivers and conservators under 12 U.S.C. §§ 1821(d) and (e)), which may affect the enforcement of creditors’ rights in general, and (ii) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); (4h) There are no investigations or proceedings or investigations pending or, to the best knowledge of Bank, threatened against Bank (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation completion of any of the transactions contemplated by Bank pursuant to this Agreement (ii) asserting the invalidity or unenforceability of this Agreement, (iii) seeking any determination or ruling that, in the reasonable judgment of Bank, would reasonably be likely to adversely and materially and adversely affect the performance by Bank of its obligations under this Agreement, (iv) seeking any determination or ruling that would reasonably be likely to adversely and materially and adversely affect the validity or enforceability of this Agreement or (v) that would be reasonably likely to have a materially adverse financial effect on Bank or its operations if resolved adversely to it; provided, however, that Bank makes no representation or warranty regarding the examination of Bank by the FDIC or the Utah Department of Financial Institutions, or any actions resulting from such examination;. (5i) Bank is not Insolvent; (6) The execution, delivery and performance of this Agreement by Bank comply with Utah and federal banking laws specifically applicable to Bank’s operations; provided that, except as expressly set forth herein, Bank makes no representation or warranty regarding compliance with Utah or federal banking laws relating to consumer or other borrower protection, consumer or business lending, usury, loan collection, anti-money laundering, data security or privacy; (7) To the extent that Bank receives non-public personally identifiable information from the Company or the Borrower, Bank will comply with all Applicable Laws related to the protection and retention of such information; and (8) With respect to each Loan and Receivable sold on any Closing Date by Bank to Company, (Purchaser Loan: i) Bank has not taken any action (directly or indirectlythe complete and unrestricted right and authority to sell, voluntarily or involuntarily): (x) convey, assign, transfer and deliver to alter Purchaser, such Purchaser Loan being sold to Purchaser pursuant to this Agreement, and the terms or conditions transfer of each such Purchaser Loan or Receivable or (y) that could be reasonably expected constitutes a valid and absolute sale, transfer, assignment, set-over and conveyance to impair the enforceability Purchaser of such Loans or Receivables (except that such representation does not extend to any action by Company or its agents); or (ii) upon Bank’s receipt of the related Purchase Price (inclusive of the agreement to pay the Loan Trailing Fee), Bank shall have conveyed to Company all of Bank’s right, title title, and interest in and to such Loans Purchaser Loan, provided the Bank shall make no representations or warranties for such sale, whether expressed or implied, except as set forth in this Agreement; ii) Bank is the sole owner and Receivables holder of and has good and marketable title to such Purchaser Loan to be purchased and upon the sale of such Purchaser Loan, Purchaser will receive such Purchaser Loan, free and clear of any liens, pledges or encumbrances created or incurred by Bank; iii) Bank is not required to obtain any consent, license, approval or authorization, or registration or declaration with, any Regulatory Authority in connection with the origination and sale of such Purchaser Loan being sold, transferred and assigned to Purchaser under this Agreement, and the origination, funding, and transfer to the Purchaser of such Purchaser Loan complied in all material respects with all then-applicable federal, state and local lending laws and regulations, and no fraud, material misrepresentation or gross negligence has taken place by Bank in connection with the origination of such Purchaser Loans; iv) The Loan Documents complied at the time executed with all Applicable Laws in all material respects; v) The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of Bank, and the transfer, assignment and conveyance of such Purchaser Loan by Bank to Purchaser pursuant to this Agreement are not subject to bulk transfer or any similar statutory provisions in the State of New Jersey; vi) Bank has maintained, and shall continue to maintain, records in a manner to clearly and unambiguously reflect the ownership of Purchaser in such Purchaser Loan immediately following the transfers contemplated hereunder; vii) Bank has not done, and shall not do, anything that would forgive, waive, amend, modify or alter the terms and conditions or the balance of such Purchaser Loan or impair the enforceability or collectability of such Purchaser Loan; viii) To Bank’s knowledge, no prior security interest in favor obligor has asserted any defense, counter claim, offset or dispute, or is the subject of any bankruptcy or other creditor similar proceeding; ix) Such Purchaser Loan is valid and enforceable, and was and is free of Bank.any defense, offset, counterclaim or recoupment that could be asserted by an obligor with respect to such Purchaser Loan sold hereunder; (bx) Any data provided by Bank to Purchaser with respect to such Purchaser Loan is true and correct in all respects, other than with respect to information provided by Purchaser; xi) Such Purchaser Loan was underwritten in accordance with the applicable underwriting criteria of the Program; xii) Such Purchaser Loan was originated in the United States, is denominated in United States dollars and is payable in the United States; and xiii) The Loan Proceeds for such Purchaser Loan have been fully disbursed. The representations and warranties set forth in this Section 4 5 shall survive the sale, transfer transfer, set-over, and assignment of the Purchaser Loans and Receivables to Company Purchaser pursuant to this Agreement and, with the exception of those representations and warranties contained in subsection 4(a)(4), 5(h) shall be made continuously throughout the term of this Agreement. In the event that any investigation or proceeding of the nature described in subsection 4(a)(45(h) is instituted or threatened against Bank, Bank shall promptly notify Company Purchaser of such pending or threatened investigation or proceeding (unless prohibited from doing so to the extent permitted by Applicable Laws or the direction of a Regulatory Authority)Law.

Representations and Warranties of Bank. (a) Bank hereby represents and warrants to Company PFL as of the date hereof, the Effective Date of this Agreement and as of each Closing Date that: (1) Bank is an FDIC-insured Utah-chartered industrial bank, duly organized, validly existing under the laws of the State of Utah and has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement; the execution, delivery and performance of this Agreement and the transfer of the Loans and Receivables Assets have been duly authorized and are not in conflict with and do not violate the terms of the charter or bylaws of Bank and will not result in a material breach of or constitute a default under, or require any consent under, any indenture, loan or agreement to which Bank is a party; (2) All approvals, authorizations, licenses, registrations, consents, and other actions by, notices to, and filings with, any Person that may be required in connection with the execution, delivery, and performance of this Agreement by Bank, have been obtainedobtained (other than those required to be made to or obtained from Borrowers); (3) This Agreement constitutes a legal, valid, and binding obligation of Bank, enforceable against Bank in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in effect (including the rights and obligations of receivers and conservators under 12 U.S.C. §§ 1821(d) and (e)), which may affect the enforcement of creditors’ rights in general, and (ii) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); (4) There are no proceedings or investigations (other than those previously disclosed to PFL by Bank) pending or, to the best knowledge of Bank, threatened against Bank (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by Bank pursuant to this Agreement, (iii) seeking any determination or ruling that, in the reasonable judgment of Bank, would materially and adversely affect the performance by Bank of its obligations under this Agreement, (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or (v) would have a materially adverse financial effect on Bank or its operations if resolved adversely to it; provided, however, that Bank makes no representation or warranty regarding the examination of Bank by the FDIC or the Utah Department of Financial Institutions, or any actions resulting from such examination; (5) Bank is not Insolvent; (6) The execution, delivery and performance of this Agreement by Bank comply with Utah and federal banking laws specifically applicable to Bank’s operations; provided that, except as expressly set forth herein, that Bank makes no representation or warranty regarding compliance with Utah or federal banking laws relating to consumer or other borrower protection, consumer or business lending, usury, loan collection, anti-money laundering, data security or privacyprivacy as they apply to the operation of the Program; (7) To the extent that Bank receives non-public personally identifiable information from the Company PFL or the Borrower, Bank will comply with all Applicable Laws related to the protection and retention of such information; and (8) With respect to each Loan and Receivable Asset sold on any Closing Date by Bank to CompanyPFL, (i) Bank has not taken any action (directly or indirectly, voluntarily or involuntarily): (x) to alter the terms or conditions of such Loan or Receivable Asset or (y) that could be reasonably expected to impair the enforceability of such Loans or Receivables Assets (except that such representation does not extend to any action by Company the Prosper Entities or its their respective agents); or (ii) upon Bank’s receipt of the related Purchase Price (inclusive of the agreement to pay the Loan Trailing Fee), Bank shall have conveyed to Company PFL all of Bank’s right, title and interest in such Loans and Receivables Assets subject to no prior security interest in favor of any other creditor of Bank. (b) Bank hereby represents and warrants to PFL as of each Closing Date that with respect to each Asset, Bank has disbursed the Loan Proceeds relating to the Loans on the Funding Statement received by Bank three (3) Business Days Bank prior to such Closing Date in accordance with the Marketing Agreement, except to the extent that such disbursement is not completed or is reversed due to matters beyond Bank’s control, or if Company has not complied with its obligations (including the obligation to deliver the Funding Statement), or if there are errors in the Funding Statement. (c) With respect to each Participation sold on any Closing Date by Bank to PFL, Bank covenants not to take any action (directly or indirectly, voluntarily or involuntarily), unless required by Applicable Law or safety and soundness concerns: (x) to alter the terms or conditions of the Loan related to such Participation or (y) that could be reasonably expected to impair the enforceability of the Loan related to such Participation (except that such covenant does not extend to any action by the Prosper Entities or their respective agents). (d) The representations representations, warranties and warranties covenants set forth in this Section 4 shall survive the sale, transfer and assignment of the Loans and Receivables Assets to Company PFL pursuant to this Agreement and, with the exception of those representations and warranties contained in subsection 4(a)(4), shall be made continuously throughout the term of this Agreement. In the event that any investigation or proceeding of the nature described in subsection 4(a)(4) is instituted or threatened against Bank, Bank shall not be in breach of its representation provided that Bank promptly notify Company notifies PFL of such pending or threatened investigation or proceeding (unless prohibited from doing so by Applicable Laws or the direction of a Regulatory Authority).

Representations and Warranties of Bank. (a) Bank hereby represents and warrants to Company as of the Effective Date of this Agreement and as of each Closing Date that: (1) Bank is an FDIC-insured Utah-chartered industrial bank, duly organized, validly existing under the laws of the State of Utah and has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement; the execution, delivery and performance of this Agreement and the transfer of the Loans and Receivables Loan Accounts have been duly authorized and are not in conflict with and do not violate the terms of the charter or bylaws of Bank and will not result in a material breach of or constitute a default under, or require any consent under, any indenture, loan or agreement to which Bank is a party; (2) All approvals, authorizations, licenses, registrations, consents, and other actions by, notices to, and filings with, any Person that may be required in connection with the execution, delivery, and performance of this Agreement by Bank, have been obtained; (3) This Agreement constitutes a legal, valid, and binding obligation of Bank, enforceable against Bank in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in effect (including the rights and obligations of receivers and conservators under 12 U.S.C. §§ 1821(d) and (e)), which may affect the enforcement of creditors’ rights in general, and (ii) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); (4) There are no proceedings or investigations pending or, to the best knowledge of Bank, threatened against Bank (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by Bank pursuant to this Agreement, (iii) seeking any determination or ruling that, in the reasonable judgment of Bank, would materially and adversely affect the performance by Bank of its obligations under this Agreement, (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or (v) would have a materially adverse financial effect on Bank or its operations if resolved adversely to it; provided, however, that Bank makes no representation or warranty regarding the examination of Bank by the FDIC or the Utah Department of Financial Institutions, or any actions resulting from such examination; (5) Bank is not Insolvent; (6) The execution, delivery and performance of this Agreement by Bank comply with Utah and federal banking laws specifically applicable to Bank’s operations; provided that, except as expressly set forth herein, Bank makes no representation or warranty regarding compliance with Utah or federal banking laws relating to consumer or other borrower protection, consumer or business lending, usury, loan collection, anti-money laundering, data security or privacy; (7) To the extent that Bank receives non-public personally identifiable information from the Company or the Borrower, Bank will comply with all Applicable Laws related to the protection and retention of such information; and (8) With respect to each Loan and Receivable Account sold on any Closing Date by Bank to Company, (i) Bank has not taken any action (directly or indirectly, voluntarily or involuntarily): (x) to alter the terms or conditions of such Loan or Receivable Account or (y) that could be reasonably expected to impair the enforceability of such Loans or Receivables Loan Accounts (except that such representation does not extend to any action by Company or its agents); or (ii) upon Bank’s receipt of the related Purchase Price (inclusive of the agreement to pay the Loan Trailing Fee)Price, Bank shall have conveyed to Company all of Bank’s right, title and interest in such Loans and Receivables Loan Accounts subject to no prior security interest in favor of any other creditor of Bank. (b) The representations and warranties set forth in this Section 4 shall survive the sale, transfer and assignment of the Loans and Receivables Loan Accounts to Company pursuant to this Agreement and, with the exception of those representations and warranties contained in subsection 4(a)(4), shall be made continuously throughout the term of this Agreement. In the event that any investigation or proceeding of the nature described in subsection 4(a)(4) is instituted or threatened against Bank, Bank shall promptly notify Company of such pending or threatened investigation or proceeding (unless prohibited from doing so by Applicable Laws or the direction of a Regulatory Authority).

Representations and Warranties of Bank. (a) Bank hereby represents makes the following representations and warrants warranties to Company as of the Effective Date of this Agreement and as of each Closing Date thatParticipant: (1i) Bank is an FDIC-insured Utah-chartered industrial bank, duly organized, a national banking association legally and properly organized and validly existing and is in good standing under the laws of the State United States and is licensed, qualified and in good standing in each state where a Loan is located if the laws of Utah such state require licensing or qualification in order to conduct business of the type conducted by Bank, and in any event, Bank is in compliance with the laws of any such state to the extent necessary to ensure the enforceability of the related Loan in accordance with its terms; (ii) Bank has the power and authority, and has full corporate power taken all necessary and authority proper action to execute, deliver, enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby; (iii) this Agreement; , together with any other document or instrument related to the executiontransfer of the Transferred Interests to Participant, have been duly authorized, executed and delivered by Bank and, assuming the due authorization, execution and delivery and performance of this Agreement and such other documents by Participant, constitute the transfer of the Loans valid and Receivables have been duly authorized and are not in conflict with and do not violate the terms of the charter or bylaws binding obligation of Bank enforceable against it in accordance with their terms, except as limited by laws affecting the enforcement of creditor’s rights or equitable principles generally; (iv) the execution, performance and will delivery of this Agreement does not conflict with, or result in a material breach of or constitute a default under, Bank’s charter or require any consent underby-laws, any indenture, loan agreement or agreement instrument to which Bank is a party, or any federal, state or local law, regulation, ruling or interpretation to which Bank is subject; (v) each share of (A) WPFC Common Stock, and (B) Series D Preferred Stock transferred to Participant hereunder is (1) duly authorized, duly issued, fully paid, and non-assessable, and (2) All approvalsfree and clear of all claims, authorizationsliens, licenses, registrations, consents, and other actions by, notices to, and filings with, charges or encumbrances of any Person that may be required in connection with the execution, delivery, and performance of this Agreement by Bank, have been obtainedtype; (3vi) This Agreement constitutes a legalthere is no litigation, validadministrative action, and binding obligation of Bankarbitration, enforceable against Bank in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship proceeding or other similar laws now or hereafter in effect (including the rights and obligations of receivers and conservators under 12 U.S.C. §§ 1821(d) and (e)), which may affect the enforcement of creditors’ rights in general, and (ii) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); (4) There are no proceedings or investigations investigation pending or, to the best knowledge of Bank, threatened against Bank in any federal, state or local court, or before any administrative agency or arbitrator, or before any other tribunal duly authorized to resolve disputes which would have a material adverse effect on the Participation Interest taken as a whole; (ivii) asserting no consent, approval, authorization or order of, or registration or filing with, or notice to any court or governmental agency or body is required for the invalidity execution, delivery and performance by Bank of or compliance by Bank with this Agreement, (ii) seeking to prevent the Agreement or consummation of any of the transactions contemplated by Bank pursuant to this Agreement, or if required, such approval has been obtained; (iiiviii) seeking Bank is the sole owner of the Loans, free and clear of claims, liens, charges and encumbrances of any determination or ruling thattype, except Participant’s Participation Interest granted hereunder; (ix) each Loan has been closed, advanced, booked, administered and serviced by Bank in accordance with the reasonable judgment Policies and Procedures; (x) except as would not have a material adverse effect on the Participation Interest taken as a whole, each Loan Document executed is genuine, was duly authorized, executed and delivered and is the legal, valid and binding obligation of Bank, would materially and adversely affect to the performance best of Bank’s knowledge, the counterparty thereto, enforceable in accordance with its terms, except as such enforcement may be limited (A) by Bank bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of its obligations under this Agreementcreditors’ rights generally, (ivB) seeking any determination by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or ruling that would materially and adversely affect the validity or enforceability of this Agreement at law), or (vC) would have a materially adverse financial effect on Bank or its operations if resolved adversely to it; the extent that certain of the remedial provisions of the Loan Documents may be limited by applicable law, provided, however, that Bank makes no representation such limitations do not make the remedies provided for in the Loan Documents inadequate for the practical realization of the benefits of the security intended to be afforded thereby; (xi) except as would not have a material adverse effect on the Participation Interest taken as a whole, all recordable instruments included in the Loan Documents have been duly recorded in all places necessary to perfect valid security interests or warranty regarding mortgage liens, as the examination case may be, and the Loan Documents create valid, existing, enforceable, and perfected first or second liens on the Collateral; (xii) all costs, fees and expenses incurred in underwriting, closing and funding, except for funding of Bank by Unfunded Commitments, any Loan and recording any instruments have been paid or are not assessable against Participant; (xiii) all applicable federal, state and local laws, regulations, rulings and interpretations applicable to the FDIC making and servicing of any Loan have been complied with; (xiv) as of the Effective Date, none of the Loans are in non-accrual status; (xv) except as would not have a material adverse effect on the Participation Interest taken as a whole, to the best of Bank’s knowledge, none of the Loan Documents is subject to any valid set-off, abatement, diminution, counterclaim or the Utah Department defense, including, without limitation, a defense of Financial Institutionsusury, or any actions resulting from right of recession, and no such examinationset-off, abatement, diminution, counterclaim or defense, including a defense of usury, or right of rescission, has been asserted with respect thereto; (5xvi) the information set forth on Schedule A attached hereto with respect to the Loans is true and correct in all material respects as of the date or dates respecting which the information is furnished and the amount of each Loan set forth on Schedule A is due and owing, as of the Effective Date, to Bank is not Insolventfrom the Borrowers named in the Loan Document; (6xvii) The execution, delivery and performance of neither this Agreement by Bank comply with Utah and federal banking laws specifically applicable to Bank’s operations; provided thatnor any information, except as expressly set forth hereinstatement, Bank makes no representation or warranty regarding compliance with Utah or federal banking laws relating to consumer tape, diskette, report, or other borrower protection, consumer document furnished or business lending, usury, loan collection, anti-money laundering, data security to be furnished pursuant to this Agreement or privacyin connection with the transactions contemplated hereby contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading; (7xviii) To except as would not have a material adverse effect on the extent Participation Interest taken as a whole, each Loan that is secured by real property (A) is covered by an ALTA lender’s title insurance policy and each such title insurance policy is issued by a title insurer acceptable to Bank receives non-public personally identifiable information and qualified to do business in the jurisdiction where the Collateral is located, insuring Bank and its successors and assigns, as to the first priority lien of such Loan in the original principal amount of such Loan, subject only to any loss by reason of the invalidity or unenforceability of the lien resulting from the Company or the Borrower, Bank will comply with all Applicable Laws related provisions of such Loan providing for adjustment to the protection interest rate and retention monthly payment, (B) where required by state law or regulation, each Borrower under such Loan has been given the opportunity to choose the carrier of the required mortgage title insurance, (C) such lender’s title insurance policy affirmatively insures ingress and egress, and against encroachments by or upon the Collateral or any interest therein, (D) Bank and its successors and assigns, are the sole insureds of such informationlender’s title insurance policy, and such lender’s title insurance policy is valid and remains in full force and effect and will be in force and effect upon the consummation of the transactions contemplated by this Agreement, and (E) no claims have been made under such lender’s title insurance policy and, neither Bank nor, to the best of its knowledge, any other prior holder of such related Loan, has done, by act or omission, anything which would impair the coverage of such lender’s title insurance policy, including without limitation, no unlawful fee, commission, kickback or other unlawful compensation or value of any kind has been or will be received, retained or realized by any attorney, firm or other person or entity, and no such unlawful items have been received, retained or realized by Bank; and (8) With respect to each xix) except as would not have a material adverse effect on the Participation Interest taken as a whole, there is no default, breach, violation or event which would permit acceleration existing under the Loans or the Loan Documents and Receivable sold on no event which, with the passage of time or with notice and the expiration of any Closing Date by Bank to Companygrace or cure period, (i) would constitute a default, breach, violation or event which would permit acceleration, and Bank has not taken waived any action (directly default, breach, violation or indirectly, voluntarily or involuntarily): (x) to alter the terms or conditions of such Loan or Receivable or (y) that could be reasonably expected to impair the enforceability of such Loans or Receivables (except that such representation does not extend to any action by Company or its agents); or (ii) upon Bank’s receipt of the related Purchase Price (inclusive of the agreement to pay the Loan Trailing Fee), Bank shall have conveyed to Company all of Bank’s right, title and interest in such Loans and Receivables subject to no prior security interest in favor of any other creditor of Bankevent which would permit acceleration. (b) The representations and warranties set forth in this Section 4 shall survive the sale, transfer and assignment of the Loans and Receivables to Company pursuant to this Agreement and, with the exception of those representations and warranties contained in subsection 4(a)(4), shall be made continuously throughout the term of this Agreement. In the event that any investigation or proceeding of the nature described in subsection 4(a)(4) is instituted or threatened against Bank, Bank shall promptly notify Company of such pending or threatened investigation or proceeding (unless prohibited from doing so by Applicable Laws or the direction of a Regulatory Authority).

Representations and Warranties of Bank. (a) Bank hereby represents and warrants to Company as of the Effective Date of this Agreement and as of each Closing Date that: (1) Bank is an FDIC-insured Utah-chartered industrial bank, duly organized, validly existing under the laws of the State of Utah and has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement; the execution, delivery and performance of this Agreement and the transfer of the Loans and Receivables Loan Accounts have been duly authorized and are not in conflict with and do not violate the terms of the charter or bylaws of Bank and will not result in a material breach of or constitute a default under, or require any consent under, any indenture, loan or agreement to which Bank is a party; (2) All approvals, authorizations, licenses, registrations, consents, and other actions * Confidential Treatment Requested (3) by, notices to, and filings with, any Person that may be required in connection with the execution, delivery, and performance of this Agreement by Bank, have been obtainedobtained (other than those required to be made to or obtained from Borrowers); (34) This Agreement constitutes a legal, valid, and binding obligation of Bank, enforceable against Bank in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in effect (including the rights and obligations of receivers and conservators under 12 U.S.C. §§ 1821(d) and (e)), which may affect the enforcement of creditors’ rights in general, and (ii) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); (45) There are no proceedings or investigations pending or, to the best knowledge of Bank, threatened against Bank (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by Bank pursuant to this Agreement, (iii) seeking any determination or ruling that, in the reasonable judgment of Bank, would materially and adversely affect the performance by Bank of its obligations under this Agreement, (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or (v) would have a materially adverse financial effect on Bank or its operations if resolved adversely to it; provided, however, that Bank makes no representation or warranty regarding the examination of Bank by the FDIC or the Utah Department of Financial Institutions, or any actions resulting from such examination; (56) Bank is not Insolvent;; and (67) The execution, delivery and performance of this Agreement by Bank comply with Utah and federal banking laws specifically applicable to Bank’s operations; provided that, except as expressly set forth herein, that Bank makes no representation or warranty regarding compliance with Utah or federal banking laws relating to consumer or other borrower protection, consumer or business lending, usury, loan collection, anti-money laundering, data security or privacy; (7) To the extent that Bank receives non-public personally identifiable information from the Company or the Borrower, Bank will comply with all Applicable Laws related privacy as they apply to the protection and retention of such information; and (8) With respect to each Loan and Receivable sold on any Closing Date by Bank to Company, (i) Bank has not taken any action (directly or indirectly, voluntarily or involuntarily): (x) to alter the terms or conditions of such Loan or Receivable or (y) that could be reasonably expected to impair the enforceability of such Loans or Receivables (except that such representation does not extend to any action by Company or its agents); or (ii) upon Bank’s receipt operation of the related Purchase Price (inclusive of the agreement to pay the Loan Trailing Fee), Bank shall have conveyed to Company all of Bank’s right, title and interest in such Loans and Receivables subject to no prior security interest in favor of any other creditor of BankProgram. (b) The representations and warranties set forth in this Section 4 shall survive the sale, transfer and assignment of the Loans and Receivables Loan Accounts to Company pursuant to this Agreement and, with the exception of those representations and warranties contained in subsection 4(a)(4), shall be made continuously throughout the term of this Agreement. In the event that any investigation or proceeding of the nature described in subsection 4(a)(4) is instituted or threatened against Bank, Bank shall promptly notify Company of such pending or threatened investigation or proceeding (unless prohibited from doing so by Applicable Laws or the direction of a Regulatory Authority).

Representations and Warranties of Bank. (a) Bank hereby represents and warrants to Company PMI as of the Effective Date of this Agreement and as of each Closing Date that: (1) Bank is an FDIC-insured Utah-chartered industrial bank, duly organized, validly existing under the laws of the State of Utah and has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement; the execution, delivery and performance of this Agreement and the transfer of the Loans and Receivables Loan Accounts have been duly authorized and are not in conflict with and do not violate the terms of the charter or bylaws of Bank and will not result in a material breach of or constitute a default under, or require any consent under, any indenture, loan or agreement to which Bank is a party; (2) All approvals, authorizations, licenses, registrations, consents, and other actions by, notices to, and filings with, any Person that may be required in connection with the execution, delivery, and performance of this Agreement by Bank, have been obtainedobtained (other than those required to be made to or obtained from Borrowers); (3) This Agreement constitutes a legal, valid, and binding obligation of Bank, enforceable against Bank in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in effect (including the rights and obligations of receivers and conservators under 12 U.S.C. §§ 1821(d) and (e)), which may affect the enforcement of creditors’ rights in general, and (ii) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); (4) There are no proceedings or investigations pending or, to the best knowledge of Bank, threatened against Bank (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by Bank pursuant to this Agreement, (iii) seeking any determination or ruling that, in the reasonable judgment of Bank, would materially and adversely affect the performance by Bank of its obligations under this Agreement, (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or (v) would have a materially adverse financial effect on Bank or its operations if resolved adversely to it; provided, however, that Bank makes no representation or warranty regarding the examination of Bank by the FDIC or the Utah Department of Financial Institutions, or any actions resulting from such examination; (5) Bank is not Insolvent;; and (6) The execution, delivery and performance of this Agreement by Bank comply with Utah and federal banking laws specifically applicable to Bank’s operations; provided that, except as expressly set forth herein, that Bank makes no representation or warranty regarding compliance with Utah or federal banking laws relating to consumer or other borrower protection, consumer or business lending, usury, loan collection, anti-money laundering, data security or privacy; (7) To the extent that Bank receives non-public personally identifiable information from the Company or the Borrower, Bank will comply with all Applicable Laws related privacy as they apply to the protection and retention of such information; and (8) With respect to each Loan and Receivable sold on any Closing Date by Bank to Company, (i) Bank has not taken any action (directly or indirectly, voluntarily or involuntarily): (x) to alter the terms or conditions of such Loan or Receivable or (y) that could be reasonably expected to impair the enforceability of such Loans or Receivables (except that such representation does not extend to any action by Company or its agents); or (ii) upon Bank’s receipt operation of the related Purchase Price (inclusive of the agreement to pay the Loan Trailing Fee), Bank shall have conveyed to Company all of Bank’s right, title and interest in such Loans and Receivables subject to no prior security interest in favor of any other creditor of BankProgram. (b) The representations and warranties set forth in this Section 4 shall survive the sale, transfer and assignment of the Loans and Receivables Loan Accounts to Company PMI pursuant to this Agreement and, with the exception of those representations and warranties contained in subsection 4(a)(4), shall be made continuously throughout the term of this Agreement. In the event that any investigation or proceeding of the nature described in subsection 4(a)(4) is instituted or threatened against Bank, Bank shall promptly notify Company PMI of such pending or threatened investigation or proceeding (unless prohibited from doing so by Applicable Laws or the direction of a Regulatory Authority).

Representations and Warranties of Bank. (a) Bank hereby represents and warrants to Company Retailer as of the Effective Date and at all times thereafter, with the exception of this Agreement the representation in Section 8.2(f), which is made on the Effective Date, that: (a) it is a bank duly organized and as of each Closing Date that: (1) Bank is an FDIC-insured Utah-chartered industrial bank, duly organizedchartered, validly existing and in good standing under the laws of the State of Utah Utah, (b) it is duly qualified and has full corporate power and authority is properly licensed to execute, deliverdo business, and is in good standing (A) in each jurisdiction in which the conduct of its business requires it to so qualify or be licensed, and (B) with each Governmental Authority having jurisdiction over it; (c) it has and shall maintain all necessary licenses, permits, approvals, and registrations from all Governmental Authorities which are required to perform its obligations hereunder, including in all jurisdictions as necessary to sponsor Retailer as an agent with respect to its obligations under this Agreement, including under Section 2.3; (d) the execution and delivery of this Agreement by Bank and the performance of its obligations hereunder require no consent, approval, order or authorization of, or registration, declaration or filing with, or other action by, any Governmental Authority or other third party, except for such consents, approvals, orders, authorizations, registrations, declarations or filings which Bank has made or obtained; (e) the performance of its obligations hereunder do not and will not violate any other agreement to which it is a party; (f) as of the Effective Date, there are no pending or, to the knowledge of Bank, threatened, claims or litigation against Bank that would adversely impact Bank’s ability to perform its obligations under this Agreement; and (g) it and its Service Providers will at all times during the execution, delivery and performance of this Agreement and the transfer of the Loans and Receivables have been duly authorized and are not in conflict Term comply with and do not violate the terms of the charter or bylaws of Bank and will not result in a material breach of or constitute a default under, or require any consent underApplicable Law, any indenture, loan Card Network regulations and any PCI Standards on the handling or agreement to which Bank is a party; (2) All approvals, authorizations, licenses, registrations, consents, and other actions by, notices to, and filings with, any Person storage of data that may be required in connection with the execution, delivery, and performance of this Agreement by Bank, have been obtained; (3) This Agreement constitutes a legal, valid, and binding obligation of Bank, enforceable against Bank in accordance with its terms, except (i) as such enforceability may be limited established by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in effect (including the rights and obligations of receivers and conservators under 12 U.S.C. §§ 1821(d) and (e)), which may affect the enforcement of creditors’ rights in general, and (ii) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); (4) There are no proceedings or investigations pending or, Card Network to the best knowledge extent such requirements apply to the activities of Bank, threatened against Bank (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by Bank pursuant to this Agreement, (iii) seeking any determination or ruling that, in the reasonable judgment of Bank, would materially and adversely affect the performance by Bank of its obligations under this Agreement, (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or (v) would have a materially adverse financial effect on Bank or its operations if resolved adversely to it; provided, however, that Bank makes no representation or warranty regarding the examination of Bank by the FDIC or the Utah Department of Financial Institutions, or any actions resulting from such examination; (5Service Providers) Bank is not Insolvent; (6) The execution, delivery and performance of this Agreement by Bank comply with Utah and federal banking laws specifically applicable to Bank’s operations; provided that, except as expressly set forth herein, Bank makes no representation or warranty regarding compliance with Utah or federal banking laws relating to consumer or other borrower protection, consumer or business lending, usury, loan collection, anti-money laundering, data security or privacy; (7) To the extent that Bank receives non-public personally identifiable information from the Company or the Borrower, Bank will comply with all Applicable Laws related respect to the protection and retention of such information; and (8) With respect to each Loan and Receivable sold on any Closing Date by Bank to Company, (i) Bank has not taken any action (directly or indirectly, voluntarily or involuntarily): (x) to alter the terms or conditions of such Loan or Receivable or (y) that could be reasonably expected to impair the enforceability of such Loans or Receivables (except that such representation does not extend to any action by Company or its agents); or (ii) upon Bank’s receipt of the related Purchase Price (inclusive of the agreement to pay the Loan Trailing Fee), Bank shall have conveyed to Company all of Bank’s right, title and interest in such Loans and Receivables subject to no prior security interest in favor of any other creditor of BankProgram. (b) The representations and warranties set forth in this Section 4 shall survive the sale, transfer and assignment of the Loans and Receivables to Company pursuant to this Agreement and, with the exception of those representations and warranties contained in subsection 4(a)(4), shall be made continuously throughout the term of this Agreement. In the event that any investigation or proceeding of the nature described in subsection 4(a)(4) is instituted or threatened against Bank, Bank shall promptly notify Company of such pending or threatened investigation or proceeding (unless prohibited from doing so by Applicable Laws or the direction of a Regulatory Authority).

Representations and Warranties of Bank. (a) As of the date hereof and as of the Closing Date, Bank hereby represents and warrants to Company Carolina First as of the Effective Date of this Agreement and as of each Closing Date thatfollows: (1) a. Bank is an FDIC-insured Utah-chartered industrial bank, a corporation duly organized, validly existing and in good standing under the laws of the State of Utah Georgia and has full (i) has, in all material respects, all requisite corporate power and authority to executeown, deliver, operate and perform lease its obligations material properties and carry on its business as it is currently being conducted; (ii) is in good standing and is duly qualified to do business in each jurisdiction where the character of its properties owned or held under this Agreement; lease or the execution, delivery nature of its business makes such qualification necessary. b. Bank has all requisite corporate power and performance of authority to execute and deliver this Agreement and to consummate the transfer of the Loans transactions contemplated hereby. This Agreement, and Receivables all other agreements contemplated to be executed in connection herewith by Bank have been duly (or upon execution will have been) effectively authorized by all necessary action, corporate or otherwise, and are not in conflict with and do not violate no other proceedings on the terms of the charter or bylaws part of Bank and are (or will not result in a material breach of or constitute a default under, or require any consent under, any indenture, loan or agreement be) necessary to which Bank is a party; (2) All approvals, authorizations, licenses, registrations, consents, and other actions by, notices to, and filings with, any Person that may be required in connection with the authorize such execution, delivery, and performance consummation of this Agreement by Bank, have been obtained; the purchase and the other transactions contemplated hereby and constitute (3or upon execution will constitute) This Agreement constitutes a legal, valid, valid and binding obligation enforceable obligations of Bank, enforceable against Bank in accordance with its termssubject, except (i) as such enforceability may be limited by to enforceability, to applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship moratorium or other similar laws now relating to right of creditors of FDIC 4 insured institutions, or hereafter in effect (including the rights and obligations of receivers and conservators under 12 U.S.C. §§ 1821(d) and (e)), which may affect affecting the enforcement of creditors’ creditors rights in generalgenerally, and (ii) as such enforceability may be limited by general to the application of equitable principles and judicial discretion. c. The execution and delivery of equity (whether considered this Agreement, the consummation of the transactions contemplated hereby and the fulfillment of the terms hereof will not result in a suit at law breach of any of the terms or provisions of, or constitute a default under (or an event which, with the passage of time or the giving of notice or both, would constitute a default under), or conflict with or permit the acceleration of any obligation under, any mortgage, lease, covenant, agreement, indenture or other instrument to which Bank is a party or by which it or its property or any of its assets is bound; the Articles of Incorporation or Bylaws of Bank; or any judgment, decree, order or award of any court, governmental body, or arbitrator by which Bank is bound; or any ordinance, rule or regulation applicable to Bank or its properties;. or result in the creation of any lien, claim, security interest, encumbrance, charge, restriction or right of any third party of any kind whatsoever upon the property or assets of Bank. d. Bank is not a party to, subject to or bound by any agreement, judgment, order, writ, prohibition, injunction or decree of any court or other governmental body of competent jurisdiction which would prevent the execution of this Agreement by Bank, its delivery to Carolina First or the consummation of the transactions contemplated hereby, and no action or proceeding is pending against Bank in which the validity of this Agreement, any of the transactions contemplated hereby or any action which has been taken by any of the parties in connection herewith or in equity);connection with any of the transactions contemplated hereby is at issue. (4) There are e. Bank is the sole owner and holder of the Credit Card Portfolio and has full rights, subject to no proceedings interest or investigations pending orparticipation of, or agreement with, any other party to sell or assign the same to any other party. To the best knowledge of Bank, threatened against Bank (i) asserting delivery to Carolina First of the invalidity instruments of transfer of ownership contemplated by this AgreementAgreement will vest good and marketable title to the Credit Card Portfolio in Carolina First, (ii) seeking to prevent the consummation free and clear of all liens, charges, and encumbrances of any party claiming through the Bank. f. The terms and conditions of each individual Account agreement has been accepted by the obligor(s) and creates a valid and legally binding obligation of the transactions contemplated obligor(s). g. The Bill xx Sale is valid and sufficient to assign to and perfect in Carolina First all of the Bank's right, title, and interest in and to each Account. The Credit Card Portfolio is freely assignable and transferable to Carolina First. h. The documents submitted by Bank pursuant to this Agreement, (iii) seeking Agreement are genuine; any determination or ruling that, in the reasonable judgment of Bank, would materially and adversely affect the performance by Bank of its obligations under this Agreement, (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or (v) would have a materially adverse financial effect on Bank or its operations if resolved adversely to it; provided, however, that Bank makes no representation or warranty regarding the examination of Bank by the FDIC or the Utah Department of Financial Institutions, or any actions resulting from such examination; (5) Bank is not Insolvent; (6) The execution, delivery and performance of this Agreement by Bank comply with Utah and federal banking laws specifically applicable to Bank’s operations; provided that, except as expressly set forth herein, Bank makes no representation or warranty regarding compliance with Utah or federal banking laws relating to consumer or other borrower protection, consumer or business lending, usury, loan collection, anti-money laundering, data security or privacy; (7) To the extent that Bank receives non-public personally identifiable information from the Company or the Borrower, Bank will comply with all Applicable Laws related to the protection and retention of such information; and (8) With respect to each Loan and Receivable sold on any Closing Date documents submitted by Bank to CompanyCarolina First which Carolina First requires to be original documents, (i) are original documents; all certified copies of original documents are true copies of the originals; all Account data provided by Bank is correct in all material respects; and all other representations by Bank as to the Credit Card Portfolio are true and correct in all material respects. i. Bank has observed all applicable federal, state, and local laws, regulations and 5 rules in the process of originating the Accounts, including, but not taken limited to, the Equal Credit Opportunity Act and Regulation B, the Federal Truth in Lending Act and Regulation Z, licensing laws, usury laws, sale-of-servicing laws, and any action (directly other applicable laws, rules, or indirectlyregulations which prohibit or limit fees, voluntarily charges, or involuntarily): (x) costs which lenders may impose on borrowers. Bank will continue to alter comply with applicable record retention and similar requirements as to the terms or conditions of such Loan or Receivable or (y) that could be reasonably expected to impair the enforceability of such Loans or Receivables (except that such representation does not extend to any action by Company or its agents); or (ii) upon Bank’s receipt of the related Purchase Price (inclusive of the agreement to pay the Loan Trailing Fee)Credit Card Portfolio. As and when required, Bank shall have conveyed provide to Company all Carolina First any necessary information to enable Carolina First to comply with reporting requirements incident to acting as purchaser and/or servicer of Bank’s right, title and interest in such Loans and Receivables subject to no prior security interest in favor of any other creditor of Bankthe Credit Card Portfolio. (b) The representations j. This Agreement and warranties set forth all information and documentation provided now and in this Section 4 shall survive the sale, transfer and assignment of the Loans and Receivables to Company future pursuant to this Agreement andis true, with complete and correct to the exception Bank's best knowledge, and no such information or documentation contains any misrepresentation or untrue statement of those representations and warranties contained in subsection 4(a)(4), shall be made continuously throughout fact or omits or will omit to state a fact necessary to make the term of this Agreement. In the event that any investigation or proceeding of the nature described in subsection 4(a)(4) is instituted or threatened against Bank, Bank shall promptly notify Company of such pending or threatened investigation or proceeding (unless prohibited from doing so by Applicable Laws or the direction of a Regulatory Authority)information not misleading.

Representations and Warranties of Bank. Bank represents and warrants to Purchaser that the following statements are true and correct on the date of execution and delivery of this Agreement by Bank, and will be true and correct on the Purchase Date: (a) Bank hereby represents and warrants to Company as of the Effective Date of this Agreement and as of each Closing Date that: (1) Bank is an FDIC-insured Utah-chartered industrial bank, duly organized, validly existing existing, and in good standing under the laws of the State of Utah jurisdiction governing its creation and has full corporate power existence and authority is duly authorized and qualified to transact its business and is in good standing in each jurisdiction in which its business, properties or the business contemplated by this Agreement requires such authorization and qualification. (b) Bank possesses all requisite legal authority, power, rights, approvals, consents, licenses, permits and franchises to conduct its business, to execute, deliver, perform and perform its obligations under comply with the terms of this Agreement; , and specifically to make, sell, transfer, assign and convey the Loans hereunder and the rights relating thereto, to Purchaser, and to repurchase such Loans as required herein. The execution, delivery and performance of this Agreement and the transfer of the Loans and Receivables have been duly authorized and are not in conflict with and do not violate the terms of the charter or bylaws of Bank and will not result in a material breach of or constitute a default under, or require any consent under, any indenture, loan or agreement to which Bank is a party;by all action required by its governing documents. (2c) All approvals, authorizations, licenses, registrations, consents, and other actions by, notices to, and filings with, any Person that may be required in connection with the Bank’s execution, delivery, and performance of the terms of this Agreement and its ongoing compliance with the terms hereof does not and will not: (i) violate its certificate of incorporation and bylaws or other organizational or governing documents as applicable, or (ii) violate the terms of any license held by it, or (iii) violate any Applicable Laws that could have an adverse effect upon the validity, performance or enforceability of any of the Loans or the terms of this Agreement in any material respect, or (iv) violate or constitute a material default (or an event that, with notice or lapse of time or both, would constitute a material default) under, or result in the breach of, any contract, indenture, agreement or other instrument to which it is a party or which is binding upon any of its property, provided such contract, indenture, agreement or other instrument materially affects Bank’s ability to perform its obligations, have been obtained;or give its representations, warranties or certification under, this Agreement. Except as set forth in the Disclosure Schedule, it is not under any order of any governmental or quasi-governmental agency, state or federal, that would restrict, prohibit, or interfere with its performance of the terms of this Agreement, including without limitation the sale of any of the Loans as contemplated by this Agreement. (3d) This Agreement constitutes a legal, and all documents and instruments contemplated hereby which are executed and delivered by it constitute valid, legal and binding obligation obligations of Bankit, its agents and successors, enforceable against Bank in accordance with its their respective terms, except (i) as such enforceability the enforcement thereof may be limited by applicable bankruptcyDebtor Relief Laws, insolvencyassuming due authorization, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in effect (including the rights execution and obligations of receivers and conservators under 12 U.S.C. §§ 1821(d) and delivery thereof by Purchaser. (e))) Any written or electronic information, which may affect certificate, statement or report furnished by it to Purchaser or its agents or designees in connection with the enforcement of creditors’ rights Agreement is or was at the time furnished, true, complete and correct in general, and (ii) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity);all material respects. (4f) Bank will not take any action or omit to take any action, nor cause, permit or suffer any designee or agent to take or omit to take any action which would cause the transfer of the Loans to Purchaser to be treated as anything other than a sale to Purchaser of all of Bank’s right, title and interest in and to each Loan. (g) There are no proceedings actions or investigations pending orproceedings, and to the best knowledge of Bank’s knowledge there are no investigations, threatened pending or threatened, against Bank it before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over it or its properties: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by Bank pursuant to this Agreement, or (iii) seeking any determination or ruling that, in that could reasonably be expected to have a material and adverse affect on the reasonable judgment of Bank, would materially and adversely affect the performance by Bank of its obligations under this Agreement, (iv) seeking any determination execution or ruling that would materially and adversely affect the validity or enforceability delivery of this Agreement or (v) would have a materially adverse financial effect on Bank the performance by it of its obligations hereunder, or the validity, performance or enforceability of, any Loan, this Agreement, or its operations if resolved adversely condition (financial or other). (h) The transfer, assignment, and conveyance of the Loans by Bank pursuant to it; providedthis Agreement, howeverto the best of the knowledge of Bank, that Bank makes no representation or warranty regarding are not subject to the examination of Bank by the FDIC or the Utah Department of Financial Institutions, bulk transfer or any actions resulting from such examination; (5) similar statutory provisions in effect in any applicable jurisdiction. Bank is not Insolvent;transferring the Loans with an actual intent to hinder, delay, or defraud any of its creditors. Bank is solvent and will not be rendered insolvent by the sale of any of the Loans. (6) The execution, delivery and performance of this Agreement by Bank comply with Utah and federal banking laws specifically applicable to Bank’s operations; provided that, except as expressly set forth herein, Bank makes no representation or warranty regarding compliance with Utah or federal banking laws relating to consumer or other borrower protection, consumer or business lending, usury, loan collection, anti-money laundering, data security or privacy; (7) To the extent that Bank receives non-public personally identifiable information from the Company or the Borrower, Bank will comply with all Applicable Laws related to the protection and retention of such information; and (8) With respect to each Loan and Receivable sold on any Closing Date by Bank to Company, (i) Bank and Servicer have performed and observed the terms and conditions of the Servicing Agreement in all material respects and a default thereunder has not taken any action occurred. (directly or indirectlyj) As of the Purchase Date: (i) Bank was not insolvent and will not become insolvent as a result of the sale and transfer of the Loans on the Purchase Date, voluntarily or involuntarily): (x) to alter the terms or conditions of such Loan or Receivable or (y) that could be reasonably expected to impair the enforceability of such Loans or Receivables (except that such representation does not extend to any action by Company or its agents); or (ii) upon Bank did not intend to incur or believe that it would incur debts that would be beyond Bank’s receipt of the related Purchase Price (inclusive of the agreement ability to pay as such debts matured, (iii) such transfer was not made with actual intent to hinder, delay or defraud any Person and (iv) Bank was “Well Capitalized,” as such term is defined by the Loan Trailing Fee), Bank shall have conveyed to Company all rules and regulations promulgated by the Office of Bank’s right, title and interest Thrift Supervision as in such Loans and Receivables subject to no prior security interest in favor of any other creditor of Bankeffect on the Purchase Date. (b) The representations and warranties set forth in this Section 4 shall survive the sale, transfer and assignment of the Loans and Receivables to Company pursuant to this Agreement and, with the exception of those representations and warranties contained in subsection 4(a)(4), shall be made continuously throughout the term of this Agreement. In the event that any investigation or proceeding of the nature described in subsection 4(a)(4) is instituted or threatened against Bank, Bank shall promptly notify Company of such pending or threatened investigation or proceeding (unless prohibited from doing so by Applicable Laws or the direction of a Regulatory Authority).

Representations and Warranties of Bank. (a) Bank hereby represents and warrants to Company PMI as of the Effective Date of this Agreement and as of each Closing Date that: (1) Bank is an FDIC-insured Utah-chartered industrial bank, duly organized, validly existing under the laws of the State of Utah and has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement; the execution, delivery and performance of this Agreement and the transfer of the Loans and Receivables Loan Accounts have been duly authorized and are not in conflict with and do not violate the terms of the charter or bylaws of Bank and will not result in a material breach of or constitute a default under, or require any consent under, any indenture, loan or agreement to which Bank is a party;; *Confidential Treatment Requested (2) All approvals, authorizations, licenses, registrations, consents, and other actions by, notices to, and filings with, any Person that may be required in connection with the execution, delivery, and performance of this Agreement by Bank, have been obtainedobtained (other than those required to be made to or obtained from Borrowers); (3) This Agreement constitutes a legal, valid, and binding obligation of Bank, enforceable against Bank in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in effect (including the rights and obligations of receivers and conservators under 12 U.S.C. §§ 1821(d) and (e)), which may affect the enforcement of creditors’ rights in general, and (ii) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); (4) There are no proceedings or investigations pending or, to the best knowledge of Bank, threatened against Bank (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by Bank pursuant to this Agreement, (iii) seeking any determination or ruling that, in the reasonable judgment of Bank, would materially and adversely affect the performance by Bank of its obligations under this Agreement, (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or (v) would have a materially adverse financial effect on Bank or its operations if resolved adversely to it; provided, however, that Bank makes no representation or warranty regarding the examination of Bank by the FDIC or the Utah Department of Financial Institutions, or any actions resulting from such examination; (5) Bank is not Insolvent;; and (6) The execution, delivery and performance of this Agreement by Bank comply with Utah and federal banking laws specifically applicable to Bank’s operations; provided that, except as expressly set forth herein, that Bank makes no representation or warranty regarding compliance with Utah or federal banking laws relating to consumer or other borrower protection, consumer or business lending, usury, loan collection, anti-money laundering, data security or privacy; (7) To the extent that Bank receives non-public personally identifiable information from the Company or the Borrower, Bank will comply with all Applicable Laws related privacy as they apply to the protection and retention of such information; and (8) With respect to each Loan and Receivable sold on any Closing Date by Bank to Company, (i) Bank has not taken any action (directly or indirectly, voluntarily or involuntarily): (x) to alter the terms or conditions of such Loan or Receivable or (y) that could be reasonably expected to impair the enforceability of such Loans or Receivables (except that such representation does not extend to any action by Company or its agents); or (ii) upon Bank’s receipt operation of the related Purchase Price (inclusive of the agreement to pay the Loan Trailing Fee), Bank shall have conveyed to Company all of Bank’s right, title and interest in such Loans and Receivables subject to no prior security interest in favor of any other creditor of BankProgram. (b) The representations and warranties set forth in this Section 4 shall survive the sale, transfer and assignment of the Loans and Receivables Loan Accounts to Company PMI pursuant to this Agreement and, with the exception of those representations and warranties contained in subsection 4(a)(4), shall be made continuously throughout the term of this Agreement. In the event that any investigation or proceeding of the nature described in subsection 4(a)(4) is instituted or threatened against Bank, Bank shall promptly notify Company PMI of such pending or threatened investigation or proceeding (unless prohibited from doing so by Applicable Laws or the direction of a Regulatory Authority).

Representations and Warranties of Bank. (a) Bank hereby represents and warrants to Company Affirm as of the Effective Date of this Agreement and as of each Closing Funding Date that: (1) 19.1 Bank is an industrial bank duly organized, validly existing, and in good standing under the laws of State of Utah. 19.2 Bank is an FDIC-insured Utahinsured, state-chartered industrial bankfinancial institution that accepts insured deposits from affiliated and non-affiliated companies, duly organized, validly existing under the laws of the State of Utah Bank’s deposits are fully insured in accordance with Applicable Law and no proceeding has been instituted to revoke such insurance. 19.3 Bank has full corporate power and authority to execute, deliver, deliver and perform its obligations under this Agreement; , including the authority to extend credit to Borrowers in all United States jurisdictions, and the execution, delivery and performance of this Agreement and the transfer of the Loans and Receivables have has been duly authorized and are such performance is not in conflict with and do does not violate the terms of the charter or bylaws of Bank and will shall not result in a material breach of or constitute a default under, or require any consent under, any indenture, loan or agreement to which Bank is a party;. (2) 19.4 All approvals, authorizations, licenses, registrations, consents, consents and other actions by, by notices to, and filings with, any Person that may be required in connection with Person, where the executionlack of such would have a material adverse effect on, delivery, delivery and performance of this Agreement by Bank, have been obtained;obtained (other than those required to be made to or received from Borrowers and Applicants). (3) 19.5 This Agreement constitutes a legal, valid, valid and binding obligation of Bank, enforceable against Bank in accordance with its terms, except (ia) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in effect (including the rights and obligations of receivers and conservators under 12 U.S.C. §§ 1821(d) and (e))18 effect, which may affect the enforcement of creditors’ rights in general, and (iib) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity);. 19.6 Neither the execution, delivery, validity, or enforceability of this Agreement, nor the consummation of the transactions contemplated by this Agreement shall (4i) require any consent, approval, authorization, notice, registration, or filing under any Applicable Law permit, license or agreement applicable to Bank; (ii) require the consent or approval of, or notice to, any other party, contract, instrument or commitment applicable to Bank; or (iii) result in a violation or termination of, or a breach or default under, any Loan Agreement, or otherwise render any Loan Agreement or any provision thereof unenforceable or give any Borrower the right to cancel or terminate any Loan Agreement. Bank is not subject to any agreement with any Regulatory Authority that would prevent the consummation by Bank of the transactions contemplated by this Agreement. 19.7 There are no proceedings or investigations pending or, to the best knowledge of Bank, threatened against Bank (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by Bank pursuant to this Agreement, (iii) seeking any determination or ruling that, in the reasonable judgment of Bank, would materially and adversely affect the performance by Bank of its obligations under this Agreement, (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement Agreement, or (v) that would have a materially adverse financial effect on Bank or its operations if resolved adversely to it; provided, however, that Bank makes no representation or warranty regarding the examination of Bank by the FDIC or the Utah Department of Financial Institutions, or any actions resulting from such examination;. (5) Bank is not Insolvent; (6) 19.8 The execution, delivery and performance of this Agreement and the Program by Bank comply with Utah and federal banking laws specifically applicable to Bank’s operations; provided that, except as expressly set forth herein, Bank makes no representation or warranty regarding compliance with Utah or federal banking laws relating to consumer or other borrower protection, consumer or business lending, usury, loan collection, anti-money laundering, data security or privacy; (7) To the extent that Bank receives non-public personally identifiable information from the Company or the Borrower, Bank will comply complies with all Applicable Laws related Laws. Each Loan shall have been validly and legally established at Bank in accordance with Applicable Law. 19.9 Bank is in full compliance with applicable minimum capital requirements prescribed by the FDIC and any other Regulatory Authority having jurisdiction over Bank, and Bank meets the requirements to be considered “adequately capitalized” as defined in the protection Federal Deposit Insurance Act, as amended, and retention the applicable regulations promulgated thereunder. 19.10 The Proprietary Materials Bank licenses to Affirm pursuant to Section 18, and their use as contemplated by and in accordance with the terms of such information; andthis Agreement, do not violate or infringe upon, or constitute an infringement or misappropriation of, any United States patent, copyright or United States trademark, service mark, trade name or trade secret of any person or entity and Bank has the right to grant the licenses set forth in Section 18. (8) With respect 19.11 Bank has implemented and shall maintain Reasonable Security Procedures and Practices that constitute an Information Security Program that meets the objectives of the Interagency Guidelines Establishing Information Security Standards, or its authoritative predecessor that is designed to each Loan and Receivable sold on any Closing Date by Bank to Company, (i) Bank has not taken any action (directly or indirectlyensure the security and confidentiality of Borrower Data, voluntarily or involuntarily): (x) to alter the terms or conditions of such Loan or Receivable or (y) that could be reasonably expected to impair the enforceability of such Loans or Receivables (except that such representation does not extend to any action by Company or its agents); or (ii) protect against any anticipated threats or hazards to the security or integrity of Borrower Data; (iii) protect against unauthorized access to or use of Borrower Data that could result in substantial harm or inconvenience to Affirm or any of its customers, and (iv) ensure the proper collection, access, use, storage, disclosure and disposal of Borrower Data in compliance with Bank’s Information Security Program and all Applicable Law. Bank shall (1) take appropriate action to address any Security Incident, and (2) notify Affirm as soon as possible of any Security Incident and any other breach in Bank’s security that materially affects Affirm or Borrowers in accordance with the terms of this Agreement. Bank shall ensure that any Third-Party Service Provider (or other applicable service provider) having access to Borrower Data shall maintain similar security measures and response programs and notify Affirm promptly upon Bank’s receipt of information regarding an actual or suspected Security Incident impacting Borrower Data, whether the related Purchase Price same is experienced directly by Bank or by Bank’s Third-Party Service Providers (inclusive of the agreement to pay the Loan Trailing Feeor other applicable service provider), Bank and shall have conveyed require any such service providers with access to Company all of Bank’s right, title and interest in such Loans and Receivables subject Borrower Data to no prior security interest in favor of any other creditor of Bank. (b) The representations and warranties do substantially the same as set forth in this Section 4 19.11. 19.12 Except as otherwise disclosed, Bank is not currently subject to the following: (a) A criminal conviction (except minor traffic offenses and other xxxxx offenses) in the United States of America or in any foreign country; (b) Unpaid Federal or State tax lien, or any foreign tax lien; (c) Administrative or enforcement proceedings commenced by the Securities and Exchange Commission, any State securities regulatory authority, Federal Trade commission, federal or State bank regulator, or any other State or federal regulatory agency in the United States or in any other country; or (d) Restraining order, decree, injunction, or judgment in any proceeding or lawsuit, alleging fraud or deceptive practice on the part of Bank. 19.13 Bank shall survive the sale, transfer and assignment of the Loans and Receivables to Company pursuant to this Agreement and, with the exception of those representations and warranties contained in subsection 4(a)(4), shall be made continuously remain throughout the term of this Agreement. In Term in full compliance with applicable minimum capital requirements prescribed by the event that FDIC and any investigation or proceeding of the nature described in subsection 4(a)(4) is instituted or threatened against other Regulatory Authority having jurisdiction over Bank, and Bank shall promptly notify Company of such pending or threatened investigation or proceeding (unless prohibited from doing so by Applicable Laws or meet throughout the direction of a Regulatory Authority)Term the requirements to be considered “adequately capitalized” as defined in the Federal Deposit Insurance Act, as amended, and the applicable regulations promulgated thereunder.

Representations and Warranties of Bank. (a) Bank hereby represents and warrants to Company Purchaser, as of the Effective Date, each Closing Date of this Agreement and as of each Subsequent Closing Date that: (1a) This Agreement constitutes a legal, valid and binding obligation of Bank, enforceable against Bank in accordance with its terms except (i) to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect, which may affect the enforcement of creditors’ rights in general, and (ii) as such enforceability may be limited by general principles of equity; (b) Bank is an FDIC-insured UtahNew Jersey state-chartered industrial bank, duly organized, validly existing existing, and in good standing under the laws of the State of Utah New Jersey and is qualified and in good standing in each other state where the laws of such state require qualification in order to conduct business of the type conducted by Bank; (c) Bank has full corporate power and authority to execute, deliver, deliver and perform all its obligations under this Agreement; ; (d) The execution of this Agreement and the completion of all actions required or contemplated to be taken by Bank hereunder are within the ordinary course of Bank’s business and not prohibited by Applicable Laws; (e) The execution, delivery and performance of this Agreement and the transfer of the Loans and Receivables have been duly authorized by Bank, and are do not (i) result in the creation or imposition of any lien, charge or encumbrance of any nature upon any of the Purchased Loans (other than the lien created under this Agreement in favor of the Purchaser), or (ii) conflict with and do not violate the terms of the charter or bylaws by-laws of Bank and will shall not result in a material breach of or constitute a default under, or require any consent under, any indenture, loan or agreement to which Bank is a party; (2f) Bank is not Insolvent; (g) Bank is in compliance with Applicable Laws; (h) Bank has the complete and unrestricted right and authority to sell, convey, assign, transfer and deliver to Purchaser, all of the Purchased Loans pursuant to this Agreement; provided that such sale shall be without any recourse to the Bank and without any representation or warranty on the part of the Bank, whether expressed or implied, except as set forth in this Agreement or the Program Agreement; (i) At all times prior to the transfer and assignment to Purchaser, Bank had good and marketable title to such Purchased Loan and Bank was the sole owner thereof, free and clear of all liens, claims, encumbrances, security interests, and rights of others and had the full right, power and authority to sell, contribute, assign, transfer and pledge its interest in such Purchased Loan, and, immediately upon the transfer thereof to Purchaser, Purchaser will have good and marketable title to such Purchased Loan and shall be the sole equitable and legal owner thereof, free and clear of all liens. Bank has not authorized the filing of and is not aware of any financing statements against Bank that include a description of collateral covering any portion of such Purchased Loans other than any financing statement relating to the security interest granted to Purchaser; (j) All authorizations, approvals, authorizations, licenses, registrations, consents, registrations and other actions action by, notices to, and filings with, with any Person that may be required in connection with relation to the execution, delivery, and performance of this Agreement by Bank, Bank have been obtained; (3) This Agreement constitutes a legal, valid, and binding obligation of Bank, enforceable against Bank in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in effect (including the rights and obligations of receivers and conservators under 12 U.S.C. §§ 1821(d) and (e)), which may affect the enforcement of creditors’ rights in general, and (ii) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); (4k) There are no investigations or proceedings or investigations pending pending, or, to the best knowledge of the Bank, threatened against Bank (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation completion of any of the transactions contemplated by Bank pursuant to this Agreement, (ii) asserting the invalidity or unenforceability of this Agreement, (iii) seeking any determination or ruling that, in the reasonable judgment of Bank, would adversely and materially and adversely affect the performance by Bank of its obligations under this Agreement, (iv) seeking any determination or ruling that would adversely and materially and adversely affect the validity or enforceability of this Agreement Agreement, or (v) would have a materially adverse financial effect on Bank or its operations if resolved adversely to it; provided, however, that Bank makes no representation or warranty regarding the examination of Bank by the FDIC or the Utah Department of Financial Institutions, or any actions resulting from such examination; (5l) To the best knowledge of Bank, neither Bank nor any principal thereof has been or is not Insolventthe subject of any of the following that will materially affect Bank’s ability to perform its obligations under this Agreement: (i) an enforcement agreement, memorandum of understanding, cease desist order, administrative penalty or similar agreement concerning lending matters, or participation in the affairs of a financial institution; (6ii) an administrative or enforcement proceeding or investigation commenced by the Securities Exchange Commission, state securities regulatory authority, Federal Trade Commission, any banking regulator or any other state or federal Regulatory Authority, with the exception of routine communications from a Regulatory Authority concerning a consumer complaint and routine examinations of Bank conducted by a Regulatory Authority in the ordinary course of Bank’s business; or (iii) a restraining order, decree, injunction or judgment in any proceeding or lawsuit alleging fraud or deceptive practices on the part of Bank or any principal thereof. For purposes of this Section 6(l), the word “principal” of Bank shall include (i) any person owning or controlling [***] or more of the voting power of Bank, (ii) any officer or director of Bank and (iii) any person actively participating in the control of Bank’s business; (m) To the best knowledge of Bank, and as of the respective date of origination and the Closing Date or the Subsequent Closing Date, as applicable to such Purchased Loan, such Purchased Loan has not been satisfied, subordinated or rescinded, and no right of rescission, set-off, counterclaim or defense has been asserted with respect to such Loan; (n) Each Loan transferred to Purchaser on each respective Closing Date was originated by Bank and constitutes a valid sale, transfer, set-over, assignment and conveyance to Purchaser of all of Bank’s right, title, and interest in and to such Loan; (o) The execution, delivery and performance of this Agreement by Bank comply with Utah and federal banking laws specifically applicable to Bank’s operations; provided that, except as expressly set forth herein, Bank makes no representation or warranty regarding compliance with Utah or federal banking laws relating to consumer or other borrower protection, consumer or business lending, usury, loan collection, anti-money laundering, data security or privacy; (7) To the extent that Bank receives non-public personally identifiable information from the Company or the Borrower, Bank will comply complies with all Applicable Laws except where the failure to comply would not reasonably be expected to have a Material Adverse Effect on Bank; (p) Bank is not transferring any Purchased Loan or the related Purchaser Loan Assets with any intent to hinder, delay or defraud any of its creditors. The Purchase Price received by Bank upon the protection sale of any Purchased Loan and retention the related Purchaser Loan Assets constitutes fair consideration and reasonably equivalent value for such Purchased Loan and the related Purchaser Loan Assets; (q) Bank is not, and is not a subsidiary of a Person that is, required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended; (r) Bank is not in default under any agreement, contract, instrument or indenture to which it is a party or by which it (or any of its assets) is bound, which default would reasonably be expected to have a Material Adverse Effect with respect to Bank; (s) Bank is in compliance with all applicable provisions of the AML-BSA Laws and the Foreign Corrupt Practices Act of 1977, as amended, and has adopted policies and procedures reasonably designed to ensure its ongoing compliance with such informationlaws, which policies and procedures are consistent with generally accepted standards within Bank’s industry for ensuring such compliance; and (8) With respect t) All information supplied by Bank, or on behalf of Bank with its knowledge, to each Loan Purchaser in connection with this Agreement or the transactions contemplated hereby is true and Receivable sold on any Closing Date by Bank to Company, (i) Bank has not taken any action (directly or indirectly, voluntarily or involuntarily): (x) to alter the terms or conditions of such Loan or Receivable or (y) that could be reasonably expected to impair the enforceability of such Loans or Receivables (except that such representation does not extend to any action by Company or its agents); or (ii) upon Bank’s receipt accurate in all material respects as of the related Purchase Price (inclusive date thereof stated or certified. No information furnished by Bank, or on behalf of Bank with its knowledge, to Purchaser, in connection with this Agreement or the transactions contemplated hereby contained any untrue statement of material fact or omitted any material fact necessary in order to prevent the statements contained therein in light of the agreement to pay the Loan Trailing Fee), Bank shall have conveyed to Company all of Bank’s right, title and interest in circumstances under which such Loans and Receivables subject to no prior security interest in favor of any other creditor of Bankstatements were made from being misleading. (b) The representations and warranties set forth in this Section 4 shall survive the sale, transfer and assignment of the Loans and Receivables to Company pursuant to this Agreement and, with the exception of those representations and warranties contained in subsection 4(a)(4), shall be made continuously throughout the term of this Agreement. In the event that any investigation or proceeding of the nature described in subsection 4(a)(4) is instituted or threatened against Bank, Bank shall promptly notify Company of such pending or threatened investigation or proceeding (unless prohibited from doing so by Applicable Laws or the direction of a Regulatory Authority).

Representations and Warranties of Bank. (a) Bank hereby represents and warrants to Company Retailer as of the Effective Date and at all times thereafter, with the exception of this Agreement the representation in Section 8.2(f), which is made on the Effective Date, that: (a) it is a bank duly organized and as of each Closing Date that: (1) Bank is an FDIC-insured Utah-chartered industrial bank, duly organizedchartered, validly existing and in good standing under the laws of the State of Utah Utah, (b) it is duly qualified and has full corporate power and authority is properly licensed to execute, deliverdo business, and is in good standing (A) in each jurisdiction in which the conduct of its business requires it to so qualify or be licensed, and (B) with each Governmental Authority having jurisdiction over it; (c) it has and shall maintain all necessary licenses, permits, approvals, and registrations from all Governmental Authorities which are required to perform its obligations hereunder, including in all jurisdictions as necessary to sponsor Retailer as an agent with respect to its obligations under this Agreement, including under Section 2.3; (d) the execution and delivery of this Agreement by Bank and the performance of its obligations hereunder require no consent, approval, order or authorization of, or registration, declaration or filing with, or other action by, any Governmental Authority or other third party, except for such consents, approvals, orders, authorizations, registrations, declarations or filings which Bank has made or obtained; (e) the performance of its obligations hereunder do not and will not violate any other agreement to which it is a party; (f) as of the Effective Date, there are no pending or, to the knowledge of Bank, threatened, claims or litigation against Bank that would adversely impact Bank's ability to perform its obligations under this Agreement; and (g) it and its Service Providers will at all times during the execution, delivery and performance of this Agreement and the transfer of the Loans and Receivables have been duly authorized and are not in conflict Term comply with and do not violate the terms of the charter or bylaws of Bank and will not result in a material breach of or constitute a default under, or require any consent underApplicable Law, any indenture, loan Card Network regulations and any PCI Standards on the handling or agreement to which Bank is a party; (2) All approvals, authorizations, licenses, registrations, consents, and other actions by, notices to, and filings with, any Person storage of data that may be required in connection with the execution, delivery, and performance of this Agreement by Bank, have been obtained; (3) This Agreement constitutes a legal, valid, and binding obligation of Bank, enforceable against Bank in accordance with its terms, except (i) as such enforceability may be limited established by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in effect (including the rights and obligations of receivers and conservators under 12 U.S.C. §§ 1821(d) and (e)), which may affect the enforcement of creditors’ rights in general, and (ii) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); (4) There are no proceedings or investigations pending or, Card Network to the best knowledge extent such requirements apply to the activities of Bank, threatened against Bank (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by Bank pursuant to this Agreement, (iii) seeking any determination or ruling that, in the reasonable judgment of Bank, would materially and adversely affect the performance by Bank of its obligations under this Agreement, (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or (v) would have a materially adverse financial effect on Bank or its operations if resolved adversely to it; provided, however, that Bank makes no representation or warranty regarding the examination of Bank by the FDIC or the Utah Department of Financial Institutions, or any actions resulting from such examination; (5Service Providers) Bank is not Insolvent; (6) The execution, delivery and performance of this Agreement by Bank comply with Utah and federal banking laws specifically applicable to Bank’s operations; provided that, except as expressly set forth herein, Bank makes no representation or warranty regarding compliance with Utah or federal banking laws relating to consumer or other borrower protection, consumer or business lending, usury, loan collection, anti-money laundering, data security or privacy; (7) To the extent that Bank receives non-public personally identifiable information from the Company or the Borrower, Bank will comply with all Applicable Laws related respect to the protection and retention of such information; and (8) With respect to each Loan and Receivable sold on any Closing Date by Bank to Company, (i) Bank has not taken any action (directly or indirectly, voluntarily or involuntarily): (x) to alter the terms or conditions of such Loan or Receivable or (y) that could be reasonably expected to impair the enforceability of such Loans or Receivables (except that such representation does not extend to any action by Company or its agents); or (ii) upon Bank’s receipt of the related Purchase Price (inclusive of the agreement to pay the Loan Trailing Fee), Bank shall have conveyed to Company all of Bank’s right, title and interest in such Loans and Receivables subject to no prior security interest in favor of any other creditor of BankProgram. (b) The representations and warranties set forth in this Section 4 shall survive the sale, transfer and assignment of the Loans and Receivables to Company pursuant to this Agreement and, with the exception of those representations and warranties contained in subsection 4(a)(4), shall be made continuously throughout the term of this Agreement. In the event that any investigation or proceeding of the nature described in subsection 4(a)(4) is instituted or threatened against Bank, Bank shall promptly notify Company of such pending or threatened investigation or proceeding (unless prohibited from doing so by Applicable Laws or the direction of a Regulatory Authority).

Representations and Warranties of Bank. (a) Bank hereby represents and warrants to Company as of the Effective Date of this Agreement and as of each Closing Date that: (1) Bank is an FDIC-insured Utah-chartered industrial bank, duly organized, validly existing under the laws of the State of Utah and has full corporate power and authority to execute, deliver, and perform its obligations under this Agreement; the execution, delivery and performance of this Agreement and the transfer of the Loans and Receivables Loan Accounts have been duly authorized and are not in conflict with and do not violate the terms of the charter or bylaws of Bank and will not result in a material breach of or constitute a default under, or require any consent under, any indenture, loan or agreement to which Bank is a party; (2) All approvals, authorizations, licenses, registrations, consents, and other actions by, notices to, and filings with, any Person that may be required in connection with the execution, delivery, and performance of this Agreement by Bank, have been obtained; (3) This Agreement constitutes a legal, valid, and binding obligation of Bank, enforceable against Bank in accordance with its terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, receivership, conservatorship or other similar laws now or hereafter in effect (including the rights and obligations of receivers and conservators under 12 U.S.C. §§ 1821(d) and (e)), which may affect the enforcement of creditors’ rights in general, and (ii) as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity); (4) There are no proceedings or investigations pending or, to the best knowledge of Bank, threatened against Bank (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by Bank pursuant to this Agreement, (iii) seeking any determination or ruling that, in the reasonable judgment of Bank, would materially and adversely affect the performance by Bank of its obligations under this Agreement, (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or (v) would have a materially adverse financial effect on Bank or its operations if resolved adversely to it; provided, however, that Bank makes no representation or warranty regarding the examination of Bank by the FDIC or the Utah Department of Financial Institutions, or any actions resulting from such examination; (5) Bank is not Insolvent; (6) The execution, delivery and performance of this Agreement by Bank comply with Utah and federal banking laws specifically applicable to Bank’s operations; provided that, except as expressly set forth herein, Bank makes no representation or warranty regarding compliance with Utah or federal banking laws relating to consumer or other borrower protection, consumer or business lending, usury, loan collection, anti-money laundering, data security or privacy; (7) To the extent that Bank receives non-public personally identifiable information from the Company or the Borrower, Bank will comply with all Applicable Laws related to the protection and retention of such information; and (8) With respect to each Loan and Receivable Account sold on any Closing Date by Bank to Company, (i) Bank has not taken any action (directly or indirectly, voluntarily or involuntarily): (x) to alter the terms or conditions of such Loan or Receivable Account or (y) that could be reasonably expected to impair the enforceability of such Loans or Receivables Loan Accounts (except that such representation does not extend to any action by Company or its agents); or (ii) upon Bank’s receipt of the related Purchase Price (inclusive of the agreement to pay the Loan Trailing Fee)Price, Bank shall have conveyed to Company all of Bank’s right, title and interest in such Loans and Receivables Loan Accounts subject to no prior security interest in favor of any other creditor of Bank. (b) The representations and warranties set forth in this Section 4 shall survive the sale, transfer and assignment of the Loans and Receivables Loan Accounts to Company pursuant to this Agreement and, with the exception of those representations and warranties contained in subsection 4(a)(4), shall be made continuously throughout the term of this Agreement. In the event that any investigation or proceeding of the nature described in subsection 4(a)(4) is instituted or threatened against Bank, Bank shall promptly notify Company of such pending or threatened investigation or proceeding (unless prohibited from doing so by Applicable Laws or the direction of a Regulatory Authority).