Common use of Representations and Warranties of the Bank Clause in Contracts

Representations and Warranties of the Bank. The Bank hereby represents and warrants for the benefit of the Depositor and the Securityholders that: (a) the Bank is a Delaware banking corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) the Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the valid and legally binding agreement of the Bank enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (d) the execution, delivery and performance of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank and does not require any approval of stockholders of the Bank and such execution, delivery and performance will not (i) violate the charter or bylaws of the Bank, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States governing the banking or trust powers of the Bank or of the State of Delaware or any order, judgment or decree applicable to the Bank; (e) neither the authorization, execution or delivery by the Bank of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, or trust powers of the Bank, as the case may be, under the laws of the United States or the State of Delaware; (f) there are no proceedings pending or, to the best the Bank's knowledge, threatened against or affecting the Property Trustee or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Bank to enter into or perform its obligations as one of the Trustees under this Trust Agreement.

Representations and Warranties of the Bank. The Bank hereby represents and warrants for the benefit of the Depositor and the Securityholders that: (a) the Bank is a Delaware banking corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) the Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the valid and legally binding agreement of the Bank enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (d) the execution, delivery and performance of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank and does not require any approval of stockholders of the Bank and such execution, delivery and performance will not (i) violate the charter or bylaws of the Bank, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States or the State of Delaware, as the case may be, governing the banking banking, trust or trust general powers of the Bank or of the State of Delaware or any order, judgment or decree applicable to the Bank; (e) neither the authorization, execution or delivery by the Bank of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, trust or trust general powers of the Bank, as the case may be, under the laws of the United States or the State of Delaware; (f) there are no proceedings pending or, to the best the Bank's knowledge, threatened against or affecting the Property Trustee or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Bank to enter into or perform its obligations as one of the Trustees under this Trust Agreement.

Representations and Warranties of the Bank. The Bank hereby represents and warrants to the Company that (i) it is an "accredited investor" as that term is defined in Rule 501(a) promulgated under the Securities Act, (ii) it has the requisite knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of an investment in the Company, (iii) it has had an opportunity to discuss the Company's business, management and financial affairs with the Company's management, (iv) it is acquiring the Securities for investment for its own account and not with a view to, or for resale in connection with, any distribution thereof; nor with any present intention of distributing or selling the same and, except as contemplated by this Agreement, such Purchaser has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the benefit disposition thereof and (v) it understands that the Securities and the shares of Common Stock issuable upon exercise of the Depositor Warrants have not been registered under the Securities Act and it will not offer, sell, transfer, pledge, hypothecate or otherwise dispose of any Securities except pursuant to an exemption from, or otherwise in a transaction not subject to, the Securityholders that: registration requirements of the Securities Act or pursuant to an effective registration statement under the Securities Act, and, in each case, in accordance with any applicable state securities or "blue sky" laws. The Bank further represents and warrants that (ai) the Bank it is a Delaware banking corporation company limited by shares duly organizedincorporated, validly existing and in good standing under the laws of the State of Delaware; Hungary, (b) the Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the valid and legally binding agreement of the Bank enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (dii) the execution, delivery and performance of this Trust Agreement has and the consummation of the transactions effected hereby by the Bank are within its corporate powers and have been duly authorized by all necessary corporate or other action on action, including the part approval by its board of directors, (iii) this Agreement constitutes a valid and binding agreement of the Bank and does not require any approval of stockholders of Bank, (iv) the Bank and such execution, delivery and performance will not (i) violate of this Agreement by the charter Bank requires no action by or bylaws of the Bank, (ii) violate any provision in respect of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition offiling with, any Lien governmental body, agency, official or authority other than actions or filings which have been taken or made on any properties included in the Trust Property pursuant or prior to the provisions ofdate hereof, (v) no consent, approval, waiver or other action by any Person under any contract, agreement, indenture, mortgagelease, credit agreement, license instrument or other agreement or instrument document to which the Bank it is a party or by which it is boundbound is required or necessary for the execution, or (iii) violate any law, governmental rule or regulation of the United States governing the banking or trust powers of the Bank or of the State of Delaware or any order, judgment or decree applicable to the Bank; (e) neither the authorization, execution or delivery and performance by the Bank of this Trust Agreement nor or the consummation of any of the transactions effected hereby by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, or trust powers of the Bank, as (vi) the case may beexecution, under delivery and performance of this Agreement by the laws of Bank does not (A) contravene or conflict with the United States or the State of Delaware; (f) there are no proceedings pending or, to the best the Bank's knowledge, threatened against or affecting the Property Trustee or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority charter documents of the Bank or (B) contravene or conflict with or constitute a violation of any provision of any law, regulation, judgment, injunction, order or decree binding upon or applicable to enter into the Bank or perform its obligations as one of (C) contravene or conflict with any contract to which the Trustees under this Trust AgreementBank is a party.

Representations and Warranties of the Bank. The Bank Bank, as of the date hereof, and each successor Property Trustee at the time of the successor Property Trustee's acceptance of its appointment as Property Trustee hereunder (in the case of a successor Property Trustee, the term "Bank" as used herein shall be deemed to refer to such successor Property Trustee in its separate corporate capacity), hereby represents and warrants (as applicable) for the benefit of the Depositor and the Securityholders that: (a) the Bank is a Delaware banking corporation duly organized, validly existing and in good standing under the federal laws of the State United States of DelawareAmerica and has its principal place of business in Delaware as required by Section 3807(a) of the Delaware Business Trust Act; (b) the Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the valid and legally binding agreement of the Bank enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' , rights and to general equity principles; (d) the execution, delivery and performance by the Bank of this Trust Agreement has have been duly authorized by all necessary corporate or other action on the part of the Bank and does do not require any approval of stockholders of the Bank and such execution, delivery and performance will shall not (i) violate the charter Bank's Articles of Organization or bylaws of the Bank, by-laws; (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank is a party or by which it is bound, ; or (iii) violate any law, governmental rule or regulation of the United States or the State of Delaware, as the case may be, governing the banking or trust powers of the Bank or of the State of Delaware or any order, judgment or decree applicable to the Bank; (e) neither the authorization, execution or delivery by the Bank of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) Bank contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, banking or trust powers of the Bank, as the case may be, Bank under the laws of the United States or the State of Delaware; (f) there are no proceedings pending or, to the best of the Bank's knowledge, threatened against or affecting the Property Trustee or the Delaware Trustee Bank in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Bank to enter into or perform its obligations as one of the Trustees under this Trust Agreement; and (g) the Bank is a Person eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000.

Representations and Warranties of the Bank. The Bank hereby represents and warrants for the benefit of the Depositor and the Securityholders that: (a) the Bank is a Delaware banking corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) the Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, execution delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the valid and legally binding agreement of the Bank enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' creditors rights and to general equity principles; (d) the execution, delivery and performance of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank and does not require any approval of stockholders of the Bank and such execution, delivery and performance will not (i) violate the charter or bylaws of the Bank, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, of any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States or the State of Delaware, as the case may be, governing the banking banking, trust or trust general powers of the Bank or of the State of Delaware or any order, judgment or decree applicable to the Bank; (e) neither the authorization, execution or delivery by the Bank of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, of the giving of notice to, the registration with with, or the taking of any other action with respect to any governmental authority or agency under under, any existing federal law governing the banking, trust or trust general powers of the Bank, as the case may be, under the laws of the United States or the State of Delaware; (f) there are no proceedings pending or, to the of best the Bank's knowledge, threatened against or affecting the Property Trustee or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Bank to enter into or perform its obligations as one of the Trustees under this Trust Agreement.

Representations and Warranties of the Bank. (a) The Bank hereby represents and warrants for to the benefit Depositor that as of the Depositor and the Securityholders Closing Date that: (ai) the The Bank is a Delaware banking corporation federal savings bank duly organized, validly existing and in good standing under the laws of the State United States of Delaware; (b) the Bank America and has full corporate powerpower and authority to own its property, authority to carry on its business as presently conducted, and legal right to execute, deliver enter into and perform its obligations under this Trust Agreement; (ii) the execution and delivery by the Bank of this Agreement and has taken have been duly authorized by all necessary action to authorize on the part of the Bank; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties or the charter or bylaws of the Bank; (iii) the execution, delivery and performance by it the Bank of this Trust AgreementAgreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (civ) this Trust Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery by the other parties theretoDepositor, constitutes the a valid and legally binding agreement obligation of the Bank enforceable against it in accordance with its terms, terms except as such enforceability may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally, (B) general applicability relating to principles of equity regardless of whether such enforcement is considered in a proceeding in equity or affecting creditors' rights at law and to general equity principles; (dC) the executionany notice, delivery and order, directive or similar action by a federal banking regulatory authority that prohibits or enjoins performance of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank and does not require any approval of stockholders of the Bank and such execution, delivery and performance will not (i) violate the charter or bylaws of the Bank, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States governing the banking or trust powers of the Bank or of the State of Delaware or any order, judgment or decree applicable to the Bank;; and (e) neither the authorization, execution or delivery by the Bank of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, or trust powers of the Bank, as the case may be, under the laws of the United States or the State of Delaware; (fv) there are no actions, suits or proceedings pending or, to the best knowledge of the Bank's knowledge, threatened or likely to be asserted against or affecting the Bank, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Bank will be determined adversely to the Bank and will if determined adversely to the Bank materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement. (b) The representations and warranties of each Transferor of Mortgage Loans in the Transfer Agreement were made as of the date of transfer under such Transfer Agreement. To the extent that any fact, condition or event with respect to a Mortgage Loan constitutes a breach of both (i) a representation or warranty of the Transferor under the Transfer Agreement and (ii) a representation or warranty of the Bank under this Agreement, the only right or remedy of the Depositor shall be the right to enforce the obligations of the Transferor under any applicable representation or warranty made by it. The Depositor acknowledges and agrees that the representations and warranties of the Bank in this Section 1.04(b) are applicable only to facts, conditions or events that do not constitute a breach of any representation or warranty made by the Transferor in the Transfer Agreement. The Bank shall have no obligation or liability with respect to any breach of a representation or warranty made by it with respect to the Mortgage Loans if the fact, condition or event constituting such breach also constitutes a breach of a representation or warranty made by a Transferor in the Transfer Agreement, without regard to whether the Transferor fulfills its contractual obligations in respect of such representation or warranty; provided, however, that if the Transferor fulfills its obligations under the provisions of the Transfer Agreement by substituting for the affected Mortgage Loan a mortgage loan which is not a Qualifying Substitute Mortgage Loan, the Bank shall, in exchange for such substitute mortgage loan, provide the Depositor (a) with the applicable Purchase Price for the affected Mortgage Loan or (b) within the two year period following the Closing Date, with a Qualified Substitute Mortgage Loan for such affected Mortgage Loan. Subject to the foregoing, the Bank represents and warrants upon delivery of the Mortgage Loans to the Depositor hereunder, as to each, that: (i) The information set forth with respect to the Mortgage Loans on the Mortgage Loan Schedule provides an accurate listing of the Mortgage Loans, and the information with respect to each Mortgage Loan on the Mortgage Loan Schedule is true and correct in all material respects at the date or dates respecting which such information is given; (ii) There are no defaults (other than delinquency in payment) in complying with the terms of any Mortgage, and the Bank has no notice as to any taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously became due and owing but which have not been paid; (iii) Except in the case of Cooperative Loans, each Mortgage requires all buildings or other improvements on the related Mortgaged Property Trustee to be insured by a generally acceptable insurer against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the related Mortgaged Property is located pursuant to insurance policies conforming to the requirements of the guidelines of FNMA or FHLMC. If upon origination of the Delaware Trustee Mortgage Loan, the Mortgaged Property was in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards (and such flood insurance has been made available) a flood insurance policy meeting the requirements of the current guidelines of the Federal Flood Insurance Administration is in effect which policy conforms to the requirements of the current guidelines of the Federal Flood Insurance Administration. Each Mortgage obligates the related Mortgagor thereunder to maintain the hazard insurance policy at the Mortgagor’s cost and expense, and on the Mortgagor’s failure to do so, authorizes the holder of the Mortgage to obtain and maintain such insurance at such Mortgagor’s cost and expense, and to seek reimbursement therefor from the Mortgagor. Where required by state law or regulation, each Mortgagor has been given an opportunity to choose the carrier of the required hazard insurance, provided the policy is not a “master” or “blanket” hazard insurance policy covering the common facilities of a planned unit development. The hazard insurance policy is the valid and binding obligation of the insurer, is in full force and effect, and will be in full force and effect and inure to the benefit of the Depositor upon the consummation of the transactions contemplated by this Agreement. (iv) Each Mortgage has not been satisfied, cancelled, subordinated or rescinded, in whole or in part, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part, nor has any court instrument been executed that would effect any such release, cancellation, subordination or before recision; (v) Each Mortgage evidences a valid, subsisting, enforceable and perfected first lien on the related Mortgaged Property (including all improvements on the Mortgaged Property). The lien of the Mortgage is subject only to: (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any governmental authoritylien for common charges permitted by statute, agency (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s Title Insurance Policy or arbitration board or tribunal whichattorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage. Any security agreement, chattel mortgage or equivalent document related to, and delivered to the Trustee in connection with, a Mortgage Loan establishes a valid, subsisting and enforceable first lien on the property described therein and the Depositor has full right to sell and assign the same to the Trustee; (vi) Immediately prior to the transfer and assignment of the Mortgage Loans to the Depositor, the Bank was the sole owner of record and holder of each Mortgage Loan, and the Bank had good and marketable title thereto, and has full right to transfer and sell each Mortgage Loan to the Depositor free and clear, except as described in paragraph (v) above, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and has full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) Each Mortgage Loan other than any Cooperative Loan is covered by either (i) an attorney’s opinion of title and abstract of title the form and substance of which is generally acceptable to mortgage lending institutions originating mortgage loans in the locality where the related Mortgaged Property is located or (ii) an ALTA mortgagee Title Insurance Policy or other generally acceptable form of policy of insurance, issued by a title insurer qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the originator of the Mortgage Loan, and its successors and assigns, as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan (subject only to the exceptions described in paragraph (v) above). If the Mortgaged Property is a condominium unit located in a state in which a title insurer will generally issue an endorsement, then the related Title Insurance Policy contains an endorsement insuring the validity of the creation of the condominium form of ownership with respect to the project in which such unit is located. With respect to any Title Insurance Policy, the originator is the sole insured of such mortgagee Title Insurance Policy, such mortgagee Title Insurance Policy is in full force and effect and will inure to the benefit of the Depositor upon the consummation of the transactions contemplated by this Agreement, no claims have been made under such mortgagee Title Insurance Policy and no prior holder of the related Mortgage, including the Bank, has done, by act or omission, anything that would impair the coverage of such mortgagee Title Insurance Policy; (viii) To the best of the Bank’s knowledge, no foreclosure action is being threatened or commenced with respect to any Mortgage Loan. There is no proceeding pending for the total or partial condemnation of any Mortgaged Property (or, in the case of a Cooperative Loan, the related cooperative unit) and each such property is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, so as to have a material adverse effect on the value of the related Mortgaged Property as security for the related Mortgage Loan or the use for which the premises were intended; (ix) There are no mechanics’ or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under the law could give rise to such liens) affecting the related Mortgaged Property which are or may be liens prior to, or equal or coordinate with, the lien of the related Mortgage; (x) Each Mortgage Loan was originated by a savings and loan association, savings bank, commercial bank, credit union, insurance company, or similar institution which is supervised and examined by a Federal or State authority, or by a mortgagee approved by the Secretary of Housing and Urban Development pursuant to sections 203 and 211 of the National Housing Act; (xi) Any and all requirements of any federal, state or local law, including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws applicable to each Mortgage Loan have been complied with; and (xii) Each Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G of the Code and Treas. Reg. §1.860G-2. (xiii) The information set forth in the Prepayment Charge Schedule included as part of the Mortgage Loan Schedule at Schedule A hereto (including the Prepayment Charge Summary attached thereto) is complete, true and correct in all material respects on the date or dates on which such information is furnished and each Prepayment Charge is permissible and enforceable in accordance with its terms (except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws affecting creditor’s rights generally or the collectibility thereof may be limited due to acceleration in connection with foreclosure) under applicable state law; and (xiv) The Servicers for each Mortgage Loan will accurately and fully report its borrower credit files to all three credit repositories in a timely manner. It is understood and agreed that the representations and warranties set forth in Section 1.04(b) herein shall survive the Closing Date. Upon discovery by either the Bank or the Depositor of a breach of any of the foregoing representations and warranties (excluding a breach of clause (xiii) under Section 1.04(b) that adversely and materially affects the value of the related Mortgage Loan, that does not also constitute a breach of a representation or warranty of a Transferor in the Transfer Agreement, the party discovering such breach shall give prompt written notice to the other party. Within 60 days of the discovery of any such breach, the Bank shall either (a) cure such breach in all material respects, (b) repurchase such Mortgage Loan or any property acquired in respect thereof from the Depositor at the applicable Purchase Price or (c) within the two year period following the Closing Date substitute a Qualifying Substitute Mortgage Loan for the affected Mortgage Loan. (c) Notwithstanding the second paragraph of Section 1.04(b), in connection with the Seller’s representations and warranties made in clause (xiii) of Section 1.04(b), within 90 days of the earlier of discovery by the Bank or receipt of notice from the applicable Servicer or the NIMS Insurer of a breach of any representation and warranty of the Bank made in clause (xiii) of Section 1.04(b) above, which breach materially and adversely affect affects the Trust or would question the right, power and authority interests of the Class P Certificateholders in any Prepayment Charge, the Bank shall, if (i) such representation and warranty is breached and a Principal Prepayment has occurred or (ii) if a change in law subsequent to enter into or perform its obligations as one the Closing Date limits the enforceability of the Trustees under this Trust AgreementPrepayment Charge (other than in the circumstances set forth in clause (xiii) of Sections 1.04(b)), pay, at the time of such Principal Prepayment or change in law, the amount of the scheduled Prepayment Charge, for the benefit of the holders of the Class P Certificates, by depositing such amount into the Certificate Account no later than the Deposit Date immediately following the Prepayment Period in which such Principal Prepayment on the related Mortgage Loan or such change in law has occurred, net of any Servicer Prepayment Charge Payment Amount made by the applicable Servicer with respect to the related Mortgage Loan in lieu of collection of such Prepayment Charge.

Representations and Warranties of the Bank. The Bank hereby represents and warrants for the benefit of the Depositor and the Securityholders thatas follows: (a) the Bank is a Delaware New York state chartered banking corporation duly organized, validly existing and in good standing under the laws of the State of DelawareNew York; (b) the Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the valid and legally binding agreement of the Bank enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights and to general equity principles; (d) the execution, delivery and performance of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank and does not require any approval of stockholders of the Bank and such execution, delivery and performance will not not (i) violate the charter or bylaws of the Bank, (ii) violate any provision of, or constitute, with or without notice or lapse of timetime (or both), a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States governing the banking or trust powers of the Bank or of the State of Delaware New York or any order, judgment or decree applicable to the Bank; (e) neither the authorization, execution or delivery by the Bank of this Trust Agreement nor the consummation of any of the transactions by it, the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, or trust powers of the Bank, as the case may be, under the laws of the United States or the State of Delaware;New York; and (f) there are no proceedings pending or, to the best the Bank's ’s knowledge, threatened against or affecting it, the Property Trustee or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Bank to enter into or perform its obligations as one of the Trustees under this Trust Agreement.

Representations and Warranties of the Bank. The Bank hereby represents and warrants for the benefit of the Depositor and the Securityholders that: (a) the Bank is a Delaware banking corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) the Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the valid and legally binding agreement of the Bank enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (d) the execution, delivery and performance of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank and does not require any approval of stockholders of the Bank and such execution, delivery and performance will not (i) violate the charter or bylaws of the Bank, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States or the State of Delaware, as the case may be, governing the banking banking, trust or trust general powers of the Bank or of the State of Delaware or any order, judgment or decree applicable to the Bank; (e) neither the authorization, execution or delivery by the Bank of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal Federal law governing the banking, trust or trust general powers of the Bank, as the case may be, under the laws of the United States or the State of Delaware; (f) there are no proceedings pending or, to the best the Bank's knowledge, threatened against or affecting the Property Trustee or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Bank to enter into or perform its obligations as one of the Trustees under this Trust Agreement.

Representations and Warranties of the Bank. The Bank hereby represents and warrants for the benefit of the Depositor and the Securityholders that: (a) the Bank is a Delaware banking corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) the Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the valid and legally binding agreement of the Bank enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights and to general equity principles; (d) the execution, delivery and performance of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank and does not require any approval of stockholders of the Bank and such execution, delivery and performance will not (i) violate the charter or bylaws of the Bank, (ii) violate any provision of, or constitute, with or without notice or lapse of timetime (or both), a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States governing the banking or trust powers of the Bank or of the State of Delaware or any order, judgment or decree applicable to the Bank; (e) neither the authorization, execution or delivery by the Bank of this Trust Agreement nor the consummation of any of the transactions by it, the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, or trust powers of the Bank, as the case may be, under the laws of the United States or the State of Delaware;; and (f) there are no proceedings pending or, to the best the Bank's ’s knowledge, threatened against or affecting it, the Property Trustee or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Bank to enter into or perform its obligations as one of the Trustees under this Trust Agreement.

Representations and Warranties of the Bank. 3.1 The Bank hereby represents and warrants for to the benefit of the Depositor and the Securityholders Trust that: (a) the Bank It is a Delaware banking corporation company duly organized, validly organized and existing and in good standing under the laws of the State of DelawareNew York; (b) It is duly qualified to carry on its business in the Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it State of this Trust AgreementNew York; (c) It is empowered under applicable laws and by its Charter and By-Laws to act as transfer agent and dividend disbursing agent and to enter into, and perform its obligations under, this Agreement; (d) All requisite corporate proceedings have been taken to authorize it to enter into and perform this Agreement; (e) It has and will continue to have access to the necessary facilities, equipment and personnel to perform its duties and obligations under this Agreement; (f) During the term of this Agreement, it will implement and maintain an information security program (“ISP”) with written policies and procedures reasonably designed to protect the confidentiality and integrity of the confidential information of the Trust provided to Bank in accordance with this Agreement and when in Bank’s possession or under Bank’s control; the ISP will include administrative, technical and physical safeguards appropriate to the type of confidential information concerned, reasonably designed to protect the integrity, confidentiality and availability of the Trust’s confidential information and to prevent unauthorized access to or use of such confidential information; (g) It possesses, and will maintain, all licenses, registrations, authorizations and approvals required by any governmental agency, regulatory authority or other party necessary for it to engage in the provision of the services contemplated by this Agreement; and (h) It has been duly authorized, executed and delivered by the Bank andthis Agreement and this Agreement constitutes a legal, assuming due authorization, execution and delivery by the other parties thereto, constitutes the valid and legally binding agreement of the Bank obligation enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium reorganization and other similar laws of general applicability relating to or affecting creditors' ’ rights generally and to general principles of equity principles; (d) the execution, delivery and performance of this Trust Agreement has been duly authorized by all necessary corporate whether considered in a proceeding in equity or other action on the part of the Bank and does not require any approval of stockholders of the Bank and such execution, delivery and performance will not (i) violate the charter or bylaws of the Bank, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States governing the banking or trust powers of the Bank or of the State of Delaware or any order, judgment or decree applicable to the Bank; (e) neither the authorization, execution or delivery by the Bank of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, or trust powers of the Bank, as the case may be, under the laws of the United States or the State of Delaware; (f) there are no proceedings pending or, to the best the Bank's knowledge, threatened against or affecting the Property Trustee or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Bank to enter into or perform its obligations as one of the Trustees under this Trust Agreement).

Representations and Warranties of the Bank. (a) The Bank hereby represents and warrants for to the benefit Trust as of the Depositor date hereof and the Securityholders thatas of Closing Date as follows: (ai) the The Bank is a Delaware national banking corporation association duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) United States, with full corporate power and authority to own its assets and conduct its business, and the Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby, including, but not limited to, the power and authority to convey, assign and transfer the Contributed Assets in accordance with this Agreement; (cii) this Trust Agreement has been duly authorized, executed and delivered by Assuming the Bank and, assuming due authorization, execution and delivery of this Agreement by the other parties theretoTrust, constitutes this Agreement and all of the valid and legally binding agreement obligations of the Bank hereunder are the legal, valid and binding obligations of the Bank, enforceable against it the Bank in accordance with its termsthe terms of this Agreement, subject to except as such enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, reorganization moratorium and or other similar laws affecting the enforcement of general applicability relating to or affecting creditors' rights generally, and to by general principles of equity principles(regardless of whether such enforceability is considered in a proceeding in equity or at law); (diii) the execution, The execution and delivery and performance of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank and does the performance of its obligations hereunder will not require conflict with any approval provision of stockholders any law or regulation to which the Bank is subject, or conflict with, result in a breach of or constitute a default under any of the Bank and such executionterms, delivery and performance will not (i) violate the charter conditions or bylaws provisions of any of the Bank, (ii) violate 's organizational documents or any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States governing the banking or trust powers of the Bank or of the State of Delaware or any order, judgment order or decree applicable to the Bank; (e) neither , or result in the authorization, execution creation or delivery by the Bank imposition of this Trust Agreement nor the consummation of any lien on any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, or trust powers of the Bank, as the case may be, under the laws of the United States or the State of Delaware; (f) there are no proceedings pending or, to the best the Bank's knowledgeassets or property, threatened against or affecting the Property Trustee or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, each case which would materially and adversely affect the Trust or would question the right, power and authority ability of the Bank to enter into carry out the transactions contemplated by this Agreement; (iv) There is no action, suit, proceeding or perform its obligations as one investigation pending or, to the knowledge of the Trustees Bank, threatened against the Bank in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the value of the Contributed Assets or the ability of the Bank to carry out the transactions contemplated by this Agreement; (v) The Bank is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Bank or its properties or might have consequences that would materially and adversely affect its performance hereunder; (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Bank of or compliance by the Bank with this Agreement or the consummation of the transactions contemplated by this Agreement, other than those which have been obtained by the Bank; (vii) The Bank is acquiring the Shares for its own account, for investment and not with a view to the sale or distribution thereof or with any present intention of selling or distributing any thereof, except in conformity with the Securities Act of 1933, as amended (the "Securities Act"). The Bank understands and acknowledges that the Shares are not registered under this the Securities Act and will not be transferable except (i) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to Rule 144 or any successor rule under the Securities Act, (iii) pursuant to a no-action letter issued by the Securities and Exchange Commission to the effect that a proposed transfer of the Shares may be made without registration under the Securities Act or (iv) pursuant to an opinion of counsel for or reasonably acceptable to the Trust Agreementto the effect that the proposed transfer is exempt from registration or qualification under the Securities Act and relevant state securities laws; and (viii) The transfer, assignment and conveyance of the Contributed Assets by the Bank to the Trust is not subject to bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction. (b) The Bank hereby represents and warrants with respect to each Mortgage Loan that, as of the date specified below or, if no such date is specified, as of the Closing Date: (i) the information set forth with respect to the Mortgage Loans is true and correct in all material respects at the date or dates respecting which such information is furnished as specified therein; (ii) the Bank is the sole owner and holder of each Mortgage Loan, free and clear of any and all liens, pledges, charges or security interest of any nature and has full right and authority to transfer and assign the same; (iii) the Bank has not advanced funds, directly or indirectly, for the payment of any amount required by any Mortgage, except for interest accruing from the date of related Mortgage Loan or date of disbursement of any Mortgage Loan proceeds, whichever is later, to the date which precedes by 30 days the first due date under any related Mortgage Loan; (iv) the Bank has no knowledge of any proceeding pending or threatened for the total or partial condemnation of any Mortgaged Property and any Mortgaged Property is undamaged by water, fire, earthquake or earth movement, windstorm, flood, tornado or similar casualty (excluding casualty from the presence of hazardous wastes or hazardous substances, as to which the Bank makes no representation), so as to affect adversely the value of any Mortgaged Property as security for any Mortgage Loan or the use for which such premises were intended; (v) each Mortgage Loan meets, or is exempt from, applicable state or federal laws, regulations and other requirements pertaining to usury, and such Mortgage Note is not usurious; any and all requirements of any federal, state or local law with respect to the origination of the Mortgage Loans including, without limitation, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws applicable to the Mortgage Loans have been complied with; (vi) each Mortgage Note, related Mortgage and other agreements executed in connection therewith are genuine, and each is the legal, valid and binding obligation of the maker thereof, enforceable in accordance with its terms except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by general equity principles (regardless of whether such enforcement is considered in a proceedings in equity or at law); and, to the best of the Bank's knowledge, all parties to each Mortgage Note had legal capacity to execute each such Mortgage Note and each such Mortgage Note has been duly and properly executed by the mortgagor; (vii) the Mortgaged Property securing each Mortgage Note is insured by an insurer against loss by fire and such hazards as are covered under a standard extended coverage endorsement, in an amount which is not less than the lesser of 100% of the insurable value of the Mortgage Property and the outstanding principal balance of the Mortgage Note, but in no event less than the minimum amount necessary to fully compensate for any damage or loss on a replacement cost basis; if the Mortgaged Property is a condominium unit, it is included under the coverage afforded by a blanket policy for the project; (viii) the Bank has no knowledge of any default, breach, violation or event of acceleration existing under any Mortgage or the related Mortgage Note or any event which, with the passage of time or with notice and the expiration of any grace or cure period, would constitute a default, breach, violation or event of acceleration; the Bank has not waived any default, breach, violation or event of acceleration; no foreclosure action is threatened or has been commenced by the Bank with respect to any Mortgage Note; (ix) each Mortgage contains customary and enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the Mortgaged Property of the benefits of the security, including realization by judicial foreclosure (subject to any limitation arising from any bankruptcy, insolvency or other law for the relief of debtors), and there is no homestead or other exemption available to the mortgagor which would interfere with such right of foreclosure; and (x) the Bank has no knowledge that any mortgagor is a debtor in any state or federal bankruptcy or insolvency proceeding. No representations or warranties are made by the Bank as to the absence or effect of hazardous wastes or hazardous substances on any of the Mortgaged Properties or on the lien of any Mortgage or with respect to the absence or effect of fraud in the origination of any Mortgage Note, and any loss or liability resulting from the presence or effect of such hazardous wastes, hazardous substances or fraud will be borne solely by the Trust.

Representations and Warranties of the Bank. The Bank hereby represents and warrants for the benefit of the Depositor and the Securityholders that: (a) the Bank is a Delaware banking corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) the Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the valid and legally binding agreement of the Bank enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (d) the execution, delivery and performance of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank and does not require any approval of stockholders of the Bank and such execution, delivery and performance will not (i) violate the charter or bylaws of the Bank, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, of any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States or the State of Delaware, as the case may be, governing the banking banking, trust or trust general powers of the Bank or of the State of Delaware or any order, judgment or decree applicable to the Bank; (e) neither the authorization, execution or delivery by the Bank of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with with, or the taking of any other action with respect to any governmental authority or agency under under, any existing federal law governing the banking, trust or trust general powers of the Bank, as the case may be, under the laws of the United States or the State of Delaware; (f) there are no proceedings pending or, to the of best the Bank's knowledge, threatened against or affecting the Property Trustee or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Bank to enter into or perform its obligations as one of the Trustees under this Trust Agreement.

Representations and Warranties of the Bank. The Bank hereby represents and warrants for the benefit to, and agrees with Agent that as of the Depositor date of this Agreement and the Securityholders that:as of each Applicable Time (as defined below): (a) the The Bank has been duly chartered and is validly existing as a Delaware banking corporation duly organized, validly existing and state-chartered bank in good standing under the laws of the State jurisdiction of Delaware; (b) its organization, with the Bank has full corporate powerpower and authority to own, authority lease and legal right operate its properties and to execute, deliver conduct its business as described in the Registration Statement and the Prospectus and to enter into and perform its obligations under this Trust Agreement Agreement; the Bank is duly qualified as a foreign corporation to transact business and has taken all necessary action is in good standing in each other jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except where the failure to authorize so qualify or to be in good standing would not reasonably be expected to result in a Material Adverse Effect. The Bank does not have any direct or indirect subsidiaries or any other equity or equity-like interest in any other firm, corporation, partnership, joint venture, association or other person or entity except for the executionBank’s wholly-owned subsidiary, delivery and Bancorp Card Services, Inc., a South Dakota corporation. (b) The Bank is not in violation of its articles of organization, certificate of incorporation or bylaws or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, note, lease or other agreement or instrument to which it is a party or by which it is bound or to which any of this Trust Agreement;the property or assets of the Bank is subject, except for such defaults that would not result in a Material Adverse Effect. (c) this Trust This Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery when duly executed by the other parties theretoAgent, constitutes will constitute the valid and legally binding agreement of the Bank enforceable against it in accordance with its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws relating to creditors’ rights and general equitable principles, and subject to 12 U.S.C. §1818(b)(6)(D) (or any successor statute) and similar laws of general applicability relating to or affecting creditors' rights bank regulatory powers and to general equity principles;the application of principles of public policy, and except as rights to indemnity or contribution, including but not limited to, indemnification provisions set forth in Section 10 of this Agreement, may be limited by federal or state securities law or the public policy underlying such laws. (d) the The execution, delivery and performance of this Trust Agreement has by the Bank and the compliance by the Bank with the provisions of this Agreement and the consummation of the transactions herein contemplated (i) have been duly authorized by all necessary corporate or other action on the part of the Bank and does not require any approval of stockholders of the Bank and such execution, delivery and performance will not (i) violate the charter or bylaws of the Bankaction, (ii) violate do not, and will not, whether with or without the giving of notice or passage or time or both, conflict with or result in a breach or violation of any provision of the terms or provisions of, or constitute, with or without notice or lapse of time, constitute a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreementdeed of trust, license loan agreement or other agreement or instrument to which the Bank is a party or by which it the Bank is boundbound or to which any of the property or assets of the Bank is subject, except such conflicts, breaches or defaults as may have been waived, (iii) do not violate the provisions of the articles of organization, certificate of incorporation or bylaws of the Bank and (iv) do not violate any lawstatute or any order, governmental rule or regulation of any Governmental Entity having jurisdiction over the United States governing Bank or any of its properties, except in the banking or trust powers case of clauses (i), (ii) and (iv) above, as would not result in a Material Adverse Effect. Any certificate signed by an officer of the Bank or of the State of Delaware or any order, judgment or decree applicable and delivered to the Bank; (e) neither Agent or to counsel for the authorization, execution Agent pursuant to or delivery in connection with this Agreement shall be deemed to be a representation and warranty by the Bank of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, or trust powers of the Bank, as the case may be, under the laws of the United States or the State of Delaware; (f) there are no proceedings pending orapplicable, to the best Agent as to the Bank's knowledge, threatened against or affecting the Property Trustee or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Bank to enter into or perform its obligations as one of the Trustees under this Trust Agreementmatters set forth therein.

Representations and Warranties of the Bank. The Bank hereby represents and warrants for the benefit of the Depositor and the Securityholders thatas follows: (a) the Bank is a Delaware banking corporation duly organizedcreated, validly existing and in good standing under the laws of the State of Delaware; (b) Delaware and has the Bank has full corporate power, authority and legal right to execute, deliver and perform this Agreement, the Indenture and each of the other Operative Agreements to which it or the Owner Trustee, as the case may be, is a party; the execution and delivery by the Bank of this Agreement, and by the Owner Trustee of the Indenture and each of the other Operative Agreements to which it is a party and the performance by the Bank or the Owner Trustee, as the case may be, of its obligations under this Trust Agreement Agreement, the Indenture and has taken each of the other Operative Documents to which it is a party have been duly authorized by all necessary corporate action to authorize on the execution, delivery and performance by it part of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Bank and, assuming the due authorization, execution and delivery thereof by the other parties thereto, constitutes the a legal, valid and legally binding agreement obligation of the Bank or the Owner Trustee, as the case may be, enforceable against it the Bank or the Owner Trustee, as the case may be, in accordance with its terms, subject to except that (a) the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent transfermoratorium, reorganization, moratorium receivership and other similar laws of general applicability relating to or affecting creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to general equity principlesthe discretion of the court before which any proceeding therefor may be brought; (db) neither the Bank nor anyone authorized to act on its behalf has offered any interest in and to the Trust for sale to, or solicited any offer to acquire any of the same from, anyone; (c) the execution, execution and delivery and performance of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank and does not require any approval of stockholders of the Bank and such execution, delivery and performance will not (i) violate the charter or bylaws of the Bank, (ii) violate any provision of, or constituteand the performance by it and the Owner Trustee, with or without notice or lapse as the case may be, of timetheir obligations under this Agreement, the Indenture and the other Operative Documents to which they are a default under, or result party are not in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, violation of any indenture, mortgage, credit agreement, license agreement or other agreement or instrument to which the Bank is a party or by which it is boundinstrument, or (iii) violate any law, governmental rule or regulation of the United States governing the banking or trust powers of the Bank or of the State of Delaware or any orderlicense, judgment or decree order applicable to the Bank; (ed) neither the authorization, execution or and delivery by the Bank of, and its and the Owner Trustee's performance of their obligations under, this Trust Agreement nor Agreement, the consummation of any of Indenture and the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires other Operative Documents to which they are a party do not require the consent or approval of, the giving of notice to, or the registration with with, or the taking of any other action with respect to to, any governmental authority or agency under any existing federal of the State of Delaware (except as may be required by the Delaware securities law governing or the bankingBusiness Trust Statute or as may be required to enforce the lien of the Indenture); and (e) no litigation is pending or, or trust powers to the best of the Bank's knowledge, threatened against the Bank or the Owner Trustee, as the case may be, under the laws of the United States or the State of Delaware; (f) there are no proceedings pending or, to the best the Bank's knowledge, threatened against or affecting the Property Trustee or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, that would materially and adversely affect the Trust execution, delivery or would question enforceability of this Agreement, the rightInvestor Certificates, power and authority the Bonds, the Indenture or any of the other Operative Documents to which it is a party, or the ability of the Bank or the Owner Trustee, as the case may be, to enter into or perform any of its obligations as one of thereunder in accordance with the Trustees under this Trust Agreementterms thereof.

Representations and Warranties of the Bank. (a) The Bank hereby represents and warrants for to the benefit Depositor that as of the Depositor and the Securityholders Closing Date that: (ai) the The Bank is a Delaware banking corporation federal savings bank duly organized, validly existing and in good standing under the laws of the State United States of Delaware; (b) the Bank America and has full corporate powerpower and authority to own its property, authority to carry on its business as presently conducted, and legal right to execute, deliver enter into and perform its obligations under this Trust Agreement; (ii) the execution and delivery by the Bank of this Agreement and has taken have been duly authorized by all necessary action to authorize on the part of the Bank; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties or the charter or bylaws of the Bank; (iii) the execution, delivery and performance by it the Bank of this Trust AgreementAgreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (civ) this Trust Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery by the other parties theretoDepositor, constitutes the a valid and legally binding agreement obligation of the Bank enforceable against it in accordance with its terms, terms except as such enforceability may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally, (B) general applicability relating to principles of equity regardless of whether such enforcement is considered in a proceeding in equity or affecting creditors' rights at law and to general equity principles; (dC) the executionany notice, delivery and order, directive or similar action by a federal banking regulatory authority that prohibits or enjoins performance of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank and does not require any approval of stockholders of the Bank and such execution, delivery and performance will not (i) violate the charter or bylaws of the Bank, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States governing the banking or trust powers of the Bank or of the State of Delaware or any order, judgment or decree applicable to the Bank;; and (e) neither the authorization, execution or delivery by the Bank of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, or trust powers of the Bank, as the case may be, under the laws of the United States or the State of Delaware; (fv) there are no actions, suits or proceedings pending or, to the best knowledge of the Bank's knowledge, threatened or likely to be asserted against or affecting the Property Trustee Bank, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Bank will be determined adversely to the Bank and will if determined adversely to the Bank materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement. (b) The representations and warranties of each Transferor with respect to Mortgage Loans in the related Transfer Agreement were made as of the date of transfer under such Transfer Agreement. To the extent that any fact, condition or event with respect to a Mortgage Loan constitutes a breach of both (i) a representation or warranty of the Transferor under the related Transfer Agreement and (ii) a representation or warranty of the Bank under this Agreement, the only right or remedy of the Depositor shall be the right to enforce the obligations of the Transferor under any applicable representation or warranty made by it. The Depositor acknowledges and agrees that the representations and warranties of the Bank in this Section 1.04(b) are applicable only to facts, conditions or events that do not constitute a breach of any representation or warranty made by the Transferor in the related Transfer Agreement. The Bank shall have no obligation or liability with respect to any breach of a representation or warranty made by it with respect to the Mortgage Loans if the fact, condition or event constituting such breach also constitutes a breach of a representation or warranty made by a Transferor in the related Transfer Agreement, without regard to whether the Transferor fulfills its contractual obligations in respect of such representation or warranty; provided, however, that if the Transferor fulfills its obligations under the provisions of the related Transfer Agreement by substituting for the affected Mortgage Loan a mortgage loan which is not a Qualifying Substitute Mortgage Loan, the Bank shall, in exchange for such substitute mortgage loan, provide the Depositor (a) with the applicable Purchase Price for the affected Mortgage Loan or (b) within the two-year period following the Closing Date or the Delaware Trustee applicable Transfer Date, with a Qualified Substitute Mortgage Loan for such affected Mortgage Loan. Subject to the foregoing, the Bank represents and warrants upon delivery of the Mortgage Loans to the Depositor hereunder and as of the Closing Date, as to each, that: (i) The information set forth with respect to the Mortgage Loans on the Mortgage Loan Schedule provides an accurate listing of the Mortgage Loans, and the information with respect to each Mortgage Loan on the Mortgage Loan Schedule is true and correct in all material respects at the date or dates respecting which such information is given; (ii) There are no defaults (other than delinquency in payment) in complying with the terms of any court Mortgage, and the Bank has no notice as to any taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or before ground rents which previously became due and owing but which have not been paid; (iii) Except in the case of Cooperative Loans, if any, each Mortgage requires all buildings or other improvements on the related Mortgaged Property to be insured by a generally acceptable insurer against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the related Mortgaged Property is located pursuant to insurance policies conforming to the requirements of the guidelines of FNMA or FHLMC. If upon origination of the Mortgage Loan, the Mortgaged Property was in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards (and such flood insurance has been made available) a flood insurance policy meeting the requirements of the current guidelines of the Federal Flood Insurance Administration is in effect which policy conforms to the requirements of the current guidelines of the Federal Flood Insurance Administration. Each Mortgage obligates the related Mortgagor thereunder to maintain the hazard insurance policy at the Mortgagor’s cost and expense, and on the Mortgagor’s failure to do so, authorizes the holder of the Mortgage to obtain and maintain such insurance at such Mortgagor’s cost and expense, and to seek reimbursement therefor from the Mortgagor. Where required by state law or regulation, each Mortgagor has been given an opportunity to choose the carrier of the required hazard insurance, provided the policy is not a “master” or “blanket” hazard insurance policy covering the common facilities of a planned unit development. The hazard insurance policy is the valid and binding obligation of the insurer, is in full force and effect, and will be in full force and effect and inure to the benefit of the Depositor upon the consummation of the transactions contemplated by this Agreement. (iv) Each Mortgage has not been satisfied, cancelled, subordinated or rescinded, in whole or in part, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part, nor has any governmental authorityinstrument been executed that would effect any such release, agency cancellation, subordination or arbitration board rescission; (v) In the case of 99.47% of the Mortgage Loans, (by Scheduled Principal Balance as of the Cut-off Date) the related Mortgage evidences a valid, subsisting, enforceable and perfected first lien on the related Mortgaged Property (including all improvements on the Mortgaged Property). The lien of the Mortgage is subject only to: (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s Title Insurance Policy or tribunal whichattorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, would materially and adversely affect interfere with the Trust or would question the right, power and authority benefits of the Bank security intended to enter into or perform its obligations as one be provided by the Mortgage. In the case of 99.47% of the Trustees Mortgage Loans (by Scheduled Principal Balance as of the Cut-off Date), any security agreement, chattel mortgage or equivalent document related to, and delivered to the Trustee in connection with, a Mortgage Loan establishes a valid, subsisting and enforceable first lien on the property described therein and the Depositor has full right to sell and assign the same to the Trustee; (vi) Immediately prior to the transfer and assignment of the Mortgage Loans to the Depositor, the Bank was the sole owner of record and holder of each Mortgage Loan, and the Bank had good and marketable title thereto, and has full right to transfer and sell each Mortgage Loan to the Depositor free and clear, except as described in paragraph (v) above, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and has full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) Each Mortgage Loan other than any Cooperative Loan is covered by either (i) an attorney’s opinion of title and abstract of title the form and substance of which is generally acceptable to mortgage lending institutions originating mortgage loans in the locality where the related Mortgaged Property is located or (ii) an ALTA mortgagee Title Insurance Policy or other generally acceptable form of policy of insurance, issued by a title insurer qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the originator of the Mortgage Loan, and its successors and assigns, as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan (subject only to the exceptions described in paragraph (v) above). If the Mortgaged Property is a condominium unit located in a state in which a title insurer will generally issue an endorsement, then the related Title Insurance Policy contains an endorsement insuring the validity of the creation of the condominium form of ownership with respect to the project in which such unit is located. With respect to any Title Insurance Policy, the originator is the sole insured of such mortgagee Title Insurance Policy, such mortgagee Title Insurance Policy is in full force and effect and will inure to the benefit of the Depositor upon the consummation of the transactions contemplated by this Agreement, no claims have been made under this Trust Agreement.such mortgagee Title Insurance Policy and no prior holder of the related Mortgage, including the Bank, has done, by act or omission, anything that would impair the coverage of such mortgagee Title Insurance Policy; (viii) To the best of the Bank’s knowledge, no foreclosure action is being threatened or commenced with respect to any Mortgage Loan. There is no proceeding pending for the total or partial condemnation of any Mortgaged Property (or, in the case of any Cooperative Loan, the related cooperative unit) and each such property is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, so as to have a material adverse effect on the value of the related Mortgaged Property as security for the related Mortgage Loan or the use for which the premises were intended; (ix) There are no mechanics’ or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under the law could give rise to such liens) affecting the related Mortgaged Property which are or may be liens prior to, or equal or coordinate with, the lien of the related Mortgage; (x) Each Mortgage Loan was originated by a savings and loan association, savings bank, commercial bank, credit union, insurance company, or similar institution which is supervised and examined by a Federal or State authority, or by a mortgagee approved by the Secretary of Housing and Urban Development pursuant to sections 203 and 211 of the National Housing Act; (xi) Any and all requirements of any federal, state or local law, including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws applicable to each Mortgage Loan have been complied with; (xii) Each Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G of the Code and Treas. Reg. §1.860G-2; (xiii) In the case of the Pool 3 Mortgage Loans, no Mortgage Loan imposes a Prepayment Charge for a term in excess of five years; (xiv) With respect to Pool 1 Mortgage Loans: (a) The Servicers for each Mortgage Loan will accurately and fully report its borrower credit files to all three credit repositories in a timely manner; (b) No Mortgage Loan imposes a Prepayment Charge for a term in excess of five years; (c) The Bank has no reason to believe that any borrower will default under the related Mortgage Loan, or that foreclosure proceedings will be commenced with respect to any Mortgage Loan, within the six months immediately following the Closing Date; (d) The outstanding Scheduled Principal Balance of each such Mortgage Loan does not exceed the maximum original loan amount limitations set forth in the Xxxxxx Xxx Bank/Servicer Guide with respect to one-to-four family residential mortgage loans, whether first lien or subordinate lien mortgage loans, as applicable; and

Representations and Warranties of the Bank. The Upon the execution of the applicable Terms Agreement, the Bank hereby represents and warrants for the benefit of the Depositor and the Securityholders to each Underwriter that: (a) As of the Bank Closing Date, the representations and warranties of the Bank, in each of its capacities under each of the Basic Documents to which it is a Delaware banking corporation party, will be true and correct in all material respects as of the date such representation or warranty was given. (b) The Bank has been duly organized, organized and is validly existing and a national banking association, in good standing under the laws of the State of Delaware; United States with power and authority (bcorporate and other) to own its properties and conduct its business as described in the Bank has full corporate power, authority Prospectus and legal right to execute, deliver and perform its obligations under this Trust Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by this Agreement and the applicable Terms Agreement and to consummate the transactions contemplated by this Agreement and the applicable Terms Agreement and has been duly qualified for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the Bank and its subsidiaries, taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement;as a whole. (c) this Trust Agreement has been duly authorizedNo consent, executed and delivered approval, authorization or order of, or filing with, any court or governmental agency or governmental body is required to be obtained or made by the Bank and, assuming due authorization, execution and delivery by for the other parties thereto, constitutes the valid and legally binding agreement consummation of the Bank enforceable against it transactions contemplated by this Agreement, the applicable Terms Agreement or any Basic Document, except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Issuer’s interest in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to the Receivables or affecting creditors' rights and to general equity principles;the Indenture Trustee’s interest in the Collateral. (d) The Bank is not in violation of its organizational documents nor in default in its performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties are bound which would have a material adverse effect on the transactions contemplated herein or in the Basic Documents. (e) The execution, delivery and performance of this Trust Agreement has been duly authorized any of the Basic Documents by all necessary corporate or other action on the part of the Bank and does compliance with the terms and provisions thereof will not require result in a material breach or violation of any approval of stockholders of the Bank terms and such executionprovisions of, delivery and performance will not (i) violate the charter or bylaws constitute a material default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank, (ii) violate or any provision of, of its respective properties or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank is a party or by which it the Bank is bound, bound or (iii) violate to which any law, governmental rule or regulation of the United States governing the banking or trust powers properties of the Bank is subject, or the organizational documents of the State of Delaware or any order, judgment or decree applicable to the Bank; (e) neither the authorization, execution or delivery by Bank and the Bank of this Trust Agreement nor has full power and authority to enter into the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, or trust powers of the Bank, as the case may be, under the laws of the United States or the State of Delaware;Basic Documents. (f) Other than as set forth or contemplated in the Prospectus, there are no legal or governmental proceedings pending or, to the best knowledge of the Bank's knowledge, threatened against to which any of the Bank or affecting its subsidiaries is or may be a party or to which any property of the Property Trustee Bank or its subsidiaries is or may be the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal subject which, if determined adversely to the Bank, could individually or in the aggregateaggregate reasonably be expected to have a material adverse effect on (i) the general affairs, would materially and adversely affect the Trust business, prospects, management, financial position, stockholders’ equity or would question the right, power and authority results of operations of the Bank to enter into and its subsidiaries, taken as a whole or perform its obligations as one (ii) the interests of the Trustees under this Trust Agreementholders of the Notes; and there are no contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement or the Basic Prospectus which are not filed or described as required. (g) This Agreement and the applicable Terms Agreement has been duly authorized, executed and delivered by the Bank. Each of the Basic Documents to which it is a party has been duly authorized and, when executed and delivered by the Bank, will constitute a valid and binding agreement of the Bank in accordance with its terms.

Representations and Warranties of the Bank. The Bank hereby represents and warrants for the benefit of the Depositor and the Securityholders that: (a) the Bank is a Delaware banking corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) the Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the valid and legally binding agreement of the Bank enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (d) the execution, delivery and performance of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank and does not require any approval of stockholders of the Bank and such execution, delivery and performance will not (i) violate the charter Charter or bylaws By-laws of the Bank, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States or the State of Delaware, as the case may be, governing the banking banking, trust or trust general powers of the Bank or of the State of Delaware or any order, judgment or decree applicable to the Bank; (e) neither the authorization, execution or delivery by the Bank of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal Federal law governing the banking, trust or trust general powers of the Bank, as the case may be, under the laws of the United States or the State of Delaware; (f) there are no proceedings pending or, to the best the Bank's knowledge, threatened against or affecting the Property Trustee or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Bank to enter into or perform its obligations as one of the Trustees under this Trust Agreement.

Representations and Warranties of the Bank. The Bank hereby represents and warrants for to each Underwriter at the benefit date hereof, the Applicable Time, the Closing Time and any Date of the Depositor Delivery, and the Securityholders thatagrees with each Underwriter, as follows: (ai) the The Bank has been duly chartered and is a Delaware banking corporation duly organized, validly existing and as a national banking association in good standing under the laws of the State United States of DelawareAmerica, and has been duly qualified as a foreign bank for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where the failure to qualify or be in good standing would not reasonably be expected to have a Material Adverse Effect; (bii) Neither the Bank has full corporate powernor any of its subsidiaries is (A) in violation of its articles or certificate of incorporation, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the valid and legally binding agreement of the Bank enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (d) the execution, delivery and performance of this Trust Agreement has been duly authorized by all necessary corporate bylaws or other action on the part of the Bank and does not require any approval of stockholders of the Bank and such execution, delivery and performance will not (i) violate the charter organizational or bylaws of the Bankgoverning documents, (iiB) violate any provision of, or constitute, with or without notice or lapse of time, a in default under, or result in the creation performance or imposition ofobservance of any obligation, agreement, covenant or condition contained in any Lien on any properties included in the Trust Property pursuant to the provisions ofcontract, any indenture, mortgage, credit deed of trust, loan agreement, license note, lease or other agreement or instrument to which the Bank or any of its subsidiaries is a party or by which it any of them is bound, bound or (iii) violate to which any law, governmental rule or regulation of the United States governing the banking property or trust powers assets of the Bank or any of its subsidiaries is subject (collectively, the State “Bank Instruments”) or (C) in violation of Delaware any statute, law, rule, regulation, order, decree of any court or governmental agency or body having jurisdiction over the Bank or any orderof its subsidiaries, judgment except in the case of clauses (B) and (C) where such violation or decree applicable default would not reasonably be expected to have a Material Adverse Effect; and (iii) The execution, delivery and performance of this Agreement by the Bank; (e) neither the authorization, execution or delivery compliance by the Bank with all of the provisions of this Trust Agreement nor and the consummation of the transactions herein contemplated do not and will not contravene, conflict with, or result in a breach or violation of any of the transactions by the Property Trustee terms or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval provisions of, the giving of notice toor constitute a default under, the registration any Bank Instrument, nor does or will any such action contravene, conflict with or the taking result in a breach or violation of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, or trust powers of the Bank, as the case may be, under the laws terms or provisions of the United States articles of association or bylaws of the State Bank or any statute, order, law, rule, regulation or decree of Delaware; (f) there are no proceedings pending or, to the best the Bank's knowledge, threatened against or affecting the Property Trustee or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of body having jurisdiction over the Bank to enter into or perform any of its obligations as one subsidiaries or any of the Trustees under this Trust Agreementtheir properties.

Representations and Warranties of the Bank. The Bank hereby represents and warrants for to the benefit Initial Purchasers, as of the Depositor and the Securityholders thatdate hereof (unless otherwise specified), as follows: (a) Each of the Preliminary Offering Circular and the Other Materials were as of their respective dates, at the Time of Sale and as of the Closing Date, and the Final Offering Circular is as of the date thereof and as of the Closing Date, accurate in all material respects, and each of the Preliminary Offering Circular and the Other Materials did not as of their respective dates, at the Time of Sale and as of the Closing Date, and the Final Offering Circular does not as of the date thereof and as of the Closing Date, include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they are made, not misleading (it being understood that no representation or warranty is made with respect to the omission of information in the Preliminary Offering Circular regarding the final amount of the Offered Notes (as reflected in the Final Offering Circular) or pricing and price-dependent information, which information shall of necessity appear only in the Final Offering Circular). Notwithstanding the foregoing, this representation and warranty does not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Bank by the Initial Purchasers specifically for use in connection with the preparation thereof, such information being limited to the information set forth in Exhibit C (the “Initial Purchasers Information”). (b) The Bank is a Delaware banking corporation federal savings association duly organized, organized and validly existing and in good standing under the laws of the State of Delaware; (b) the Bank has United States, with full corporate power, authority and legal right to executeown its properties and conduct its credit card business as described in the Preliminary Offering Circular and the Final Offering Circular, deliver is duly qualified to do business and perform its obligations is in good standing (or is exempt from such requirements), and has obtained all necessary licenses and approvals with respect to the Bank in each jurisdiction in which failure to so qualify or obtain such licenses and approvals would have a material adverse effect on the interests of holders of the Notes under this Trust the Indenture or the Receivables under the Operating Agreement or the Participation Agreement. (c) the Receivables have been acquired and will be acquired by the Seller under the Operating Agreement and has taken all necessary action the Participation Agreement, other than the Retained Interest (as defined in the Participation Agreement), which is held by the Bank, by the Transferor under the Receivables Purchase Agreement and by the Issuer under the Transfer and Servicing Agreement free and clear of any lien, charge or encumbrance, but subject to authorize the rights of the related obligors; and as of the date hereof and as of the Time of Delivery (as defined herein), neither the Bank nor the Transferor is obligated to repurchase Receivables in the Initial Accounts or in any Additional Accounts (each as defined in the Transfer and Servicing Agreement) constituting a material portion of the aggregate Receivables in the Accounts (as defined in the Transfer and Servicing Agreement) existing as of the Closing Date. (d) The execution, delivery and performance by it the Bank of this Trust Agreement; , the Operating Agreement, the Participation Agreement, the Transfer and Servicing Agreement, the Limited Liability Company Agreement and the Administration Agreement (ccollectively, the “Bank Agreements”) this Trust Agreement has been duly authorized, executed and delivered the consummation by the Bank and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the valid and legally binding agreement of the Bank enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium transactions provided for herein and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (d) the execution, delivery and performance of this Trust Agreement has therein have been duly authorized by the Bank by all necessary corporate or other action on the part of the Bank; and neither the execution and delivery by the Bank and does not require any approval of stockholders such instruments, nor the performance by the Bank of the transactions herein or therein contemplated, nor the compliance by the Bank and such execution, delivery and performance with the provisions hereof or thereof will not (i) violate conflict with or result in a breach of any of the charter material terms and provisions of, or bylaws constitute a material default under, any of the provisions of the Federal Stock Charter or By-laws of the Bank, or (ii) violate conflict with any provision ofof the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties, or constitute, (iii) conflict with or without notice or lapse any of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the material provisions of, of any indenture, mortgage, credit agreement, license contract or other agreement or instrument to which the Bank is a party or by which it is bound, or (iiiiv) violate result in the creation or imposition of any lawlien, governmental rule charge or regulation encumbrance upon any of the United States governing the banking or trust powers of the Bank or of the State of Delaware or any order, judgment or decree applicable its property pursuant to the Bank;terms of any such indenture, mortgage, contract or other instrument. (e) neither the authorizationThe Bank Agreements constitute legal, execution or delivery by the Bank of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, or trust powers valid and binding obligations of the Bank, enforceable against the Bank in accordance with their respective terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, conservatorship, receivership, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights (including the Federal Deposit Insurance Act, as amended) as such laws would apply in the case may be, under the laws event of the United States insolvency, liquidation or reorganization or other similar occurrence with respect to the State Bank or in the event of Delaware;any moratorium or similar occurrence affecting the Bank and to general principles of equity. (f) All approvals, authorizations, consents, orders or other actions of any person, corporation or other organization, or of any court, governmental agency or body or official (except with respect to the state securities or Blue Sky laws of various jurisdictions), required in connection with the valid and proper transfer and delivery of the Receivables to the Owner Trustee on behalf of the Issuer have been taken or obtained. (g) Other than as set forth or contemplated in the Preliminary Offering Circular, there are no legal or governmental proceedings pending or, to the best knowledge of the Bank's knowledge, threatened against to which any of the Bank or affecting its subsidiaries is a party or to which any property of the Property Trustee Bank or its subsidiaries is the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal subject which, if determined adversely to the Bank, could individually or in the aggregateaggregate reasonably be expected to (i) have a material adverse effect on the financial position or results of operations of the Bank and its subsidiaries, would taken as a whole, and the interests of the holders of the Notes, or (ii) impair materially and adversely affect the Trust or would question the right, power and authority ability of the Bank to enter into or perform its obligations as one under the Bank Agreements. (h) This Agreement has been duly executed and delivered by the Bank. (i) The Bank has delivered to the Representatives complete and correct copies of publicly available portions of the Trustees Thrift Financial Report of the Bank for the three most recent years for which such reports are publicly available, as submitted to the Office of Thrift Supervision; except as set forth in or contemplated in the Preliminary Offering Circular and the Final Offering Circular, there has been no material adverse change in the condition (financial or otherwise) of the Bank since the date of the most recent of such reports. (j) Any taxes, fees and other governmental charges in connection with the execution, delivery and performance by the Bank of the Bank Agreements shall have been paid or will be paid by or on behalf of the Bank at or prior to the Closing Date to the extent then due. (k) When the Series 2011-1 Notes are issued pursuant to the Indenture, the Offered Notes will be eligible for resale pursuant to Rule 144A and will not be of the same class (within the meaning of Rule 144A under this Trust Agreementthe Act) as securities that are listed on a national securities exchange registered under Section 6 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or quoted in a U.S. automated inter-dealer quotation system. (l) Neither the Bank nor any person acting on its behalf has offered or sold any Series 2011-1 Notes by means of any general solicitation or general advertising within the meaning of Rule 502(c) under the Act. Neither the Bank nor any of its affiliates (directly or indirectly) has offered or sold or will offer or sell any Series 2011-1 Notes or similar security in a manner that would render the issuance and sale of the Series 2011-1 Notes a violation of Section 5 of the Act, or require registration pursuant thereto, nor will it authorize any person to act in such manner. (m) When the Series 2011-1 Notes are issued pursuant to the Indenture, the Issuer will not be required to be registered as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.

Representations and Warranties of the Bank. The Bank hereby represents and warrants for the benefit of the Depositor and the Securityholders that: (a) the Bank it is a Delaware national banking corporation association duly organized, validly existing existing, and in good standing under the laws of the State United States and has all requisite power and authority to own, operate, and lease its real and personal properties in the manner and to the extent owned, operated, and leased as of Delawarethe date hereof; that it is duly authorized and empowered to conduct a banking business at its main and branch offices existing as of the date hereof; and that no action or administrative proceeding is pending, or to its knowledge threatened or contemplated, that would in any way challenge its right or authority to conduct a general banking business at its main office or any of its branch offices; (b) to the best of its knowledge and belief, the Bank has full corporate poweris in compliance with all material federal, authority state, and legal right local laws, statutes, ordinances, and regulations applicable to execute, deliver and perform it or the conduct of its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreementbusiness; (c) its authorized capital stock consists of 5,333,333 shares of Bank Common Stock, of which 2,005,198 shares are issued and outstanding as of the date hereof, all of which have been duly authorized and validly issued and are fully paid and non-assessable and its capital is as set forth in Section 1.1 hereof; (d) it has the full right, power, and authority to enter into, and become bound by the terms of, this Trust Agreement Plan; this Plan has been duly authorized, approved by not less than a majority of its directors at a meeting duly called for the purpose and has been duly executed and delivered by the Bank andon its behalf and constitutes a legal, assuming due authorizationvalid, execution and delivery by the other parties thereto, constitutes the valid and legally binding agreement obligation of the Bank enforceable against it the Bank in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles;; and (de) the execution, delivery and performance by it of its obligations under this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank and does not require any approval of stockholders of the Bank and such execution, delivery and performance Plan will not (i) violate the conflict with any provision of its charter or bylaws of the Bank, (ii) violate any provision of, by-laws or constitute, with or without notice or lapse of time, a default underconflict with, or result in the creation a breach of or imposition of, any Lien on any properties included in the Trust Property pursuant a default (without regard to the provisions ofgiving of notice or the passage of time) under, any indenture, mortgagecontract, credit agreementcommitment, license or other agreement or instrument obligation to which the Bank it is a party or by which it is bound, or (iii) its assets may be bound or violate any provision of any law, governmental rule or regulation of the United States governing the banking regulation, judgment, or trust powers of the Bank or of the State of Delaware decree binding on it or any order, judgment or decree applicable to the Bank; (e) neither the authorization, execution or delivery by the Bank of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, or trust powers of the Bank, as the case may be, under the laws of the United States or the State of Delaware; (f) there are no proceedings pending or, to the best the Bank's knowledge, threatened against or affecting the Property Trustee or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Bank to enter into or perform its obligations as one of the Trustees under this Trust Agreementassets.

Representations and Warranties of the Bank. (a) The Bank hereby represents and warrants for to the benefit Depositor that as of the Depositor and the Securityholders thatClosing Date: (ai) the The Bank is a Delaware banking corporation federal savings bank duly organized, validly existing and in good standing under the laws of the State United States of Delaware; (b) the Bank America and has full corporate powerpower and authority to own its property, authority to carry on its business as presently conducted, and legal right to execute, deliver enter into and perform its obligations under this Trust Agreement; (ii) the execution and delivery by the Bank of this Agreement and has taken have been duly authorized by all necessary action to authorize on the part of the Bank; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties or the charter or bylaws of the Bank; (iii) the execution, delivery and performance by it the Bank of this Trust AgreementAgreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (civ) this Trust Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery by the other parties theretoDepositor, constitutes the a valid and legally binding agreement obligation of the Bank enforceable against it in accordance with its terms, terms except as such enforceability may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally, (B) general applicability relating to principles of equity regardless of whether such enforcement is considered in a proceeding in equity or affecting creditors' rights at law and to general equity principles; (dC) the executionany notice, delivery and order, directive or similar action by a federal banking regulatory authority that prohibits or enjoins performance of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank and does not require any approval of stockholders of the Bank and such execution, delivery and performance will not (i) violate the charter or bylaws of the Bank, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States governing the banking or trust powers of the Bank or of the State of Delaware or any order, judgment or decree applicable to the Bank;; and (e) neither the authorization, execution or delivery by the Bank of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, or trust powers of the Bank, as the case may be, under the laws of the United States or the State of Delaware; (fv) there are no actions, suits or proceedings pending or, to the best knowledge of the Bank's knowledge, threatened or likely to be asserted against or affecting the Property Trustee Bank, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the Delaware Trustee in transactions contemplated by this Agreement or (B) with respect to any court or before any governmental authority, agency or arbitration board or tribunal which, individually or other matter which in the aggregate, would judgment of the Bank will be determined adversely to the Bank and will if determined adversely to the Bank materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement. (b) The representations and warranties of the Trust SBA in the Transfer Agreement with respect to the Assistance Loans were made as of the date of transfer under such Transfer Agreement. To the extent that any fact, condition or would question event with respect to an Assistance Loan constitutes a breach of both (i) a representation or warranty of the right, power SBA under the Transfer Agreement and authority (ii) a representation or warranty of the Bank under this Agreement, the only right or remedy of the Depositor shall be the right to enter into enforce the obligations of the SBA under any applicable representation or perform warranty made by it. The Depositor acknowledges and agrees that the representations and warranties of the Bank in this Section 1.04(b) are applicable only to facts, conditions or events that do not constitute a breach of any representation or warranty made by the SBA in the Transfer Agreement. The Bank shall have no obligation or liability with respect to any breach of a representation or warranty made by it with respect to the Assistance Loans if the fact, condition or event constituting such breach also constitutes a breach of a representation or warranty made by the SBA in the Transfer Agreement, without regard to whether the SBA fulfills its contractual obligations in respect of such representation or warranty; provided, however, that if the SBA fulfills its obligations as one under the provisions of the Trustees under Transfer Agreement by substituting for the affected Assistance Loan an Assistance loan which is not a Qualifying Substitute Assistance Loan, the Bank shall, in exchange for such substitute Assistance loan, provide the Depositor (a) with the applicable Purchase Price for the affected Assistance Loan or (b) within the two year period following the Closing Date, with a Qualified Substitute Assistance Loan for such affected Assistance Loan. Subject to the foregoing, the Bank represents and warrants upon delivery of the Assistance Loans to the Depositor hereunder, as to each, that as of the Closing Date: (i) The information set forth with respect to the Assistance Loans on the Assistance Loan Schedule provides an accurate listing of the Assistance Loans, and the information with respect to each Assistance Loan on the Assistance Loan Schedule is true and correct in all material respects at the date or dates respecting which such information is given; (ii) There are no defaults (other than delinquency in payment) in complying with the terms of any Mortgage or security agreement, and the Bank has no notice as to any taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously became due and owing but which have not been paid; (iii) Except in the case of Cooperative Loans, each Mortgage requires all buildings or other improvements on the related Mortgaged Property to be insured by a generally acceptable insurer against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the related Mortgaged Property is located pursuant to insurance policies conforming to the requirements of the guidelines of FNMA or FHLMC. If upon origination of the Assistance Loan, the Mortgaged Property was either (i) in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards (and such flood insurance has been made available) or (ii) not in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards but sustained flood damage necessitating the Assistance Loan, a flood insurance policy meeting the requirements of the current guidelines of the Federal Flood Insurance Administration is in effect which policy conforms to the requirements of the current guidelines of the Federal Flood Insurance Administration. Each Mortgage obligates the related Obligor thereunder to maintain the hazard insurance policy at the Obligor's cost and expense, and on the Obligor's failure to do so, authorizes the holder of the Mortgage to obtain and maintain such insurance at such Obligor's cost and expense, and to seek reimbursement therefor from the Obligor. Where required by state law or regulation, each Obligor has been given an opportunity to choose the carrier of the required hazard insurance, provided the policy is not a "master" or "blanket" hazard insurance policy covering the common facilities of a planned unit development. The hazard insurance policy is the valid and binding obligation of the insurer, is in full force and effect, and will be in full force and effect and inure to the benefit of the Depositor upon the consummation of the transactions contemplated by this Trust Agreement.

Representations and Warranties of the Bank. The Bank hereby represents and warrants for the benefit of the Depositor and the Securityholders that: (a) the Bank it is a Delaware national banking corporation association duly organized, validly existing existing, and in good standing under the laws of the State United States and has all requisite power and authority to own, operate, and lease its real and personal properties in the manner and to the extent owned, operated, and leased as of Delawarethe date hereof; that it is duly authorized and empowered to conduct a banking business at its main and branch offices existing as of the date hereof; and that no action or administrative proceeding is pending, or to its knowledge threatened or contemplated, that would in any way challenge its right or authority to conduct a general banking business at its main office or any of its branch offices; (b) to the best of its knowledge and belief, the Bank is in compliance with all material federal, state, and local laws, statutes, ordinances, and regulations applicable to it or the conduct of its business; c) its authorized capital stock consists of 5,333,333 shares of Bank Common Stock, of which 2,005,198 shares are issued and outstanding as of the date hereof, all of which have been duly authorized and validly issued and are fully paid and non-assessable and its capital is as set forth in Section 1.1 hereof; d) it has the full corporate right, power, and authority to enter into, and legal right to executebecome bound by the terms of, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of Plan; this Trust Agreement; (c) this Trust Agreement Plan has been duly authorized, approved by not less than a majority of its directors at a meeting duly called for the purpose and has been duly executed and delivered by the Bank andon its behalf and constitutes a legal, assuming due authorizationvalid, execution and delivery by the other parties thereto, constitutes the valid and legally binding agreement obligation of the Bank enforceable against it the Bank in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles;; and (de) the execution, delivery and performance by it of its obligations under this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank and does not require any approval of stockholders of the Bank and such execution, delivery and performance Plan will not (i) violate the conflict with any provision of its charter or bylaws of the Bank, (ii) violate any provision of, by-laws or constitute, with or without notice or lapse of time, a default underconflict with, or result in the creation a breach of or imposition of, any Lien on any properties included in the Trust Property pursuant a default (without regard to the provisions ofgiving of notice or the passage of time) under, any indenture, mortgagecontract, credit agreementcommitment, license or other agreement or instrument obligation to which the Bank it is a party or by which it is bound, or (iii) its assets may be bound or violate any provision of any law, governmental rule or regulation of the United States governing the banking regulation, judgment, or trust powers of the Bank or of the State of Delaware decree binding on it or any order, judgment or decree applicable to the Bank; (e) neither the authorization, execution or delivery by the Bank of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, or trust powers of the Bank, as the case may be, under the laws of the United States or the State of Delaware; (f) there are no proceedings pending or, to the best the Bank's knowledge, threatened against or affecting the Property Trustee or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Bank to enter into or perform its obligations as one of the Trustees under this Trust Agreementassets.

Representations and Warranties of the Bank. The Bank hereby represents and warrants for to the benefit of the Depositor and the Securityholders thatTrust Company as follows: (ai) The Bank has all requisite corporate power and authority to enter into and perform all of the obligations under this Agreement. The execution and delivery of this Agreement and the performance of the transactions contemplated herein have been duly and validly authorized by the Board of Directors of the Bank is a Delaware banking corporation duly organizedand, validly existing and in good standing under the laws of the State of Delaware; (b) the Bank has full taken all corporate power, authority and legal right action necessary on its part to execute, deliver and perform its obligations under authorize this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust the transactions contemplated herein. This Agreement has been duly authorized, executed and delivered by the Bank and, and assuming due authorization, execution and delivery by the other parties theretoTrust Company, constitutes the a 75446 9/18/97 18 valid and legally binding agreement obligation of the Bank Bank, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar other laws of general applicability relating to or affecting creditors' rights and to general equity principles; (d) . Neither the execution, execution and delivery and performance of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part nor consummation of the Bank and does not require transactions contemplated hereby nor compliance with any approval of stockholders of the Bank and such execution, delivery and performance will not provisions hereof shall (ia) violate conflict with or result in a breach of any provisions of the charter Article of Incorporation or bylaws Bylaws of the Bank, (iib) violate constitute or result in a material breach of any provision term, condition or provisions of, or constitute, with or without notice or lapse of time, constitute a default underunder or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation of any lien, charge or imposition of, encumbrance upon any Lien on any properties included in property or asset of the Trust Property Bank pursuant to the provisions ofany note, any indenturebond, mortgage, credit agreementindenture, license license, agreement or other agreement instrument or instrument obligation, or (c) violate any order, writ, injunction, decree, statute, rule or regulation applicable to which the Bank. (ii) The Bank is a party or by which it duly organized Maryland Bank, validly existing and in good standing under the laws of the State of Maryland. The Bank (a) has full power and authority to carry out its business as now conducted and (b) is bound, or (iii) violate any law, governmental rule or regulation duly qualified to do business in the states of the United States governing and foreign jurisdictions where its business requires such qualification and where the banking failure to so qualify would have a material adverse effect on the financial condition, results of operations, business or trust powers prospects of the Bank. (iv) Except where noncompliance would not have a material adverse effect upon the condition (financial or otherwise), assets, liabilities, business, operations or future prospects of the Bank: (a) the Bank is in compliance with all statutes, laws, ordinances, rules, regulations, judgments, orders, decrees, directives, consent agreements, memoranda of understanding, permits, concessions, grants, franchises, licenses, and other governmental authorizations or approvals applicable to the Bank or any of its properties; and (b) all permits, concessions, grants, franchises, licenses and other governmental authorizations and approvals necessary for the conduct of the State of Delaware or any order, judgment or decree applicable to the Bank; (e) neither the authorization, execution or delivery by the Bank of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, or trust powers business of the Bank, as the case may be, under the laws of the United States or the State of Delaware; (f) presently conducted have been duly obtained and are in full force and effect and there are no proceedings pending orpending, or to the best the Bank's knowledge, threatened against or affecting the Property Trustee or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority knowledge of the Bank to enter into threatened, which may result in the revocation, cancellation, suspension or perform its obligations as one materially adverse modification of the Trustees under this Trust Agreementany such permits, concessions, grants, franchises, licenses and other governmental authorizations and approvals.

Representations and Warranties of the Bank. the Property -------------------------------------------------------- Trustee and the Trustee. The Bank Bank, the Property Trustee and the Trustee, each ----------------------- severally on behalf of and as to itself, hereby represents and warrants as to itself only and for the benefit of the Depositor and the Securityholders that: (a) the Bank is a Delaware banking corporation duly organized, validly existing and in good standing under the laws of the State of DelawareNew York; (b) the Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) the Trustee is a Delaware banking corporation; (d) the Trustee has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement. (e) this Trust Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery by the other parties thereto, Trustee and constitutes the valid and legally binding agreement each of the Bank and the Trustee enforceable against it each of them in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (df) the execution, delivery and performance by the Bank of this Trust Agreement has have been duly authorized by all necessary corporate or and other action on the part of the Bank Bank, the Trustee and does the Property Trustee, and do not require any approval of stockholders of the Bank or the Trustee and such execution, delivery and performance will not (i) violate the charter Charter or bylaws By-laws of the BankBank or the Trustee, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank Bank, the Property Trustee or the Trustee is a party or by which it is bound, bound or (iii) violate any law, governmental rule or regulation of the State of New York, the State of Delaware or the United States governing the banking or trust powers of the Bank or of Bank, the State of Delaware Trustee and the Property Trustee or any order, judgment or decree applicable to the Bank, the Property Trustee or the Trustee; (eg) neither the authorization, execution or delivery by the Bank or the Trustee of this Trust Agreement nor the consummation of any of the transactions by the Property Bank, the Trustee or the Delaware Property Trustee (as appropriate in context) contemplated herein or therein requires require the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, banking or trust powers of the Bank, as the case may be, Bank or under the laws of the United States States, the State of Delaware or the State of DelawareNew York; (fh) there are no proceedings pending or, to the best of each of the Bank's and the Trustee's knowledge, threatened against or affecting the Property Bank, the Trustee or the Delaware Property Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Bank or the Trustee, as the case may be, to enter into or perform its obligations as one of the Trustees under this Trust Agreement; and (i) the principal place of business of the Trustee is located in the State of Delaware.

Representations and Warranties of the Bank. The Bank hereby represents and warrants for the benefit of the Depositor and the Securityholders that: (a) the Bank is a Delaware banking corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) the Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the valid and legally binding agreement of the Bank enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (d) the execution, delivery and performance of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank and does not require any approval of stockholders of the Bank and such execution, delivery and performance will not (i) violate the charter or bylaws of the Bank, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States governing or the banking or trust powers of the Bank or of the State of Delaware or any order, judgment or decree applicable to the Bank;State (e) neither the authorization, execution or delivery by the Bank of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, trust or trust general powers of the Bank, as the case may be, under the laws of the United States or the State of Delaware; (f) there are no proceedings pending or, to the best the Bank's knowledge, threatened against or affecting the Property Trustee or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Bank to enter into or perform its obligations as one of the Trustees under this Trust Agreement.

Representations and Warranties of the Bank. The Bank Bank, as of the date hereof, and each Successor Property Trustee at the time of the Successor Property Trustee's acceptance of its appointment as Property Trustee hereunder (the term "Bank" being used to refer to such Successor Property Trustee in its separate corporate capacity) hereby represents and warrants (as applicable) for the benefit of the Depositor and the Securityholders that: (a) the Bank is a Delaware Massachusetts banking corporation duly organized, validly existing and in good standing under the laws of the State of DelawareMassachusetts; (b) the Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, authorized executed and delivered by the Bank and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the valid and legally binding agreement of the Bank enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' , rights and to general equity principles; (d) the execution, delivery and performance by the Bank of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank and does not require any approval of stockholders of the Bank and such execution, delivery and performance will not (i) violate the Bank's charter or bylaws of the Bankby-laws, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States or the State of Massachusetts, as the case may be, governing the banking or trust powers of the Bank or of the State of Delaware or any order, judgment or decree applicable to the Bank; (e) neither the authorization, execution or delivery by the Bank of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, banking or trust powers of the Bank, as the case may be, Bank under the laws of the United States or the State of Delaware;Massachusetts, and (f) there are no proceedings pending or, to the best of the Bank's knowledge, threatened against or affecting the Property Trustee or the Delaware Trustee Bank in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Bank to enter into or perform its obligations as one of the Trustees under this Trust Agreement.

Representations and Warranties of the Bank. The Bank hereby represents and warrants for the benefit to each Underwriter as of the Depositor date hereof and as of the Securityholders thatClosing Date (unless otherwise specified) as follows: (a) the The Bank is a Delaware national banking corporation duly organized, association validly existing and in good standing under the laws of the State of Delaware; (b) the Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the valid and legally binding agreement of the Bank enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (d) the execution, delivery and performance of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank and does not require any approval of stockholders of the Bank and such execution, delivery and performance will not (i) violate the charter or bylaws of the Bank, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States governing the banking or trust powers of the Bank or of the State of Delaware or any order, judgment or decree applicable to the Bank; (e) neither the authorization, execution or delivery by the Bank of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, or trust powers of the Bank, as the case may be, subsisting under the laws of the United States and has, in all material respects, all power and authority to carry on its business as it is now conducted. The Bank has obtained all necessary licenses, consents, approvals, or order of, or filing with, any United States governmental agency or authority or any United States federal court in each jurisdiction where the State failure to do so would materially and adversely affect the ability of Delaware;the Bank to perform its obligations under the Transaction Documents. (fb) there are no proceedings pending orThe execution, delivery and performance by the Bank of this Agreement and each Transaction Document to which it is a party, the best issuance of the Issued Notes, the sale of the Notes, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Bank's knowledge. Neither the execution and delivery by the Bank of such instruments, threatened against nor the performance by the Bank of the transactions herein or affecting therein contemplated, nor the Property Trustee compliance by the Bank with the provisions hereof or thereof, will (i) contravene or constitute a default under (A) any applicable order, law, rule or regulation, (B) its organizational documents or (C) any material agreement, contract, order or other instrument to which it is a party or its property is subject (other than violations which do not affect the Delaware Trustee in any court legality, validity or before any governmental authority, agency enforceability of such agreements or arbitration board or tribunal which, individually or in the aggregate, would not materially and adversely affect the Trust transactions contemplated by, or the Bank’s ability to perform its obligations under, the Transaction Documents), or (ii) result in the creation or imposition of any lien, charge or encumbrance upon any of the Bank’s property pursuant to the terms of any such material agreement, contract, order or other instrument. (c) The Bank has duly executed and delivered this Agreement and, as of the Closing Date, has duly executed and delivered each Transaction Document to which it is a party. (d) The Bank has authorized the conveyance of the Receivables and the other related property to the Seller. (e) Since the date of filing of the most recent publicly available portions of the Consolidated Reports of Condition and Income of the Bank, except as set forth in or contemplated in the Preliminary Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank. (f) Each Transaction Document to which the Bank is a party constitutes a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of national banking associations, as such laws would question apply in the rightevent of the insolvency, power liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Seller and authority to general principles of equity. (g) Neither the Seller nor the Issuer is now, and following the issuance of the Issued Notes, neither will be, required to be registered under the Investment Company Act of 1940, as amended (the “1940 Act”), and, although there may be additional exclusions or exemptions available to the Issuer, the Issuer will rely on the exclusion or exemption from the definition of “investment company” under the 1940 Act contained in Section 3(c)(5) of the 1940 Act. The Issuer is structured so as not to constitute a “covered fund” as defined in the final regulation issued December 10, 2013, implementing the “Xxxxxxx Rule” (Section 619 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act). (h) As of the Closing Date, the representations and warranties (other than the representations and warranties concerning the characteristics of the Receivables which representations and warranties will be true and correct in all material respects as of the date set forth in the applicable Transaction Documents) of the Bank in the Transaction Documents to enter into or perform its obligations as one which it is a party are true and correct in all material respects. (i) The Bank has provided a written representation to each of the Trustees Hired NRSROs (as defined below), which satisfied the requirements of paragraph (a)(3)(iii) of Rule 17g-5 of the Exchange Act (“Rule 17g-5”), as amended (the “17g-5 Representation”). The Bank has complied and caused the Seller to comply, and will continue to comply and to cause the Seller to comply, with the 17g-5 Representation, other than any breach of the 17g-5 Representation (i) that would not have a material adverse effect on the Notes or (ii) arising from a breach by any of the Underwriters of the representation, warranty and covenant set forth in Section 5(h) or Section 5(i) hereof. (j) Neither the Bank nor the Seller has engaged any person to provide third-party “due diligence services” (as defined in Rule 17g-10 under this Trust Agreementthe Exchange Act) relating to the Notes, other than a nationally recognized independent accounting firm acceptable to the Representatives (the “Accounting Firm”). The Depositor obtained a “third-party due diligence report” (as defined in Rule 15Ga-2 under the Exchange Act (“Rule 15Ga-2”)), prepared by the Accounting Firm entitled “Report of Independent Accountants on Applying Agreed-Upon Procedures”, dated September 22, 2023 (the “Accountant’s Due Diligence Report”), and neither the Bank nor the Seller has received any “third-party due diligence report” (as defined in Rule 15Ga-2) other than the Accountant’s Due Diligence Report. (k) The Bank has complied, and is the appropriate entity to comply, with all requirements imposed on the “sponsor of a securitization transaction” in accordance with the final rules contained in Regulation RR, 17 C.F.R. §246.1, et seq. (the “Credit Risk Retention Rules”), in each case directly or (to the extent permitted by the Credit Risk Retention Rules) through a “majority owned affiliate” (as defined in the Credit Risk Retention Rules, a “Majority-Owned Affiliate”). On the Closing Date, the Bank or a Majority-Owned Affiliate of the Bank will retain an “eligible vertical interest” (as defined in the Credit Risk Retention Rules) equal to at least 5% of each class of “ABS interests” (as defined in the Credit Risk Retention Rules) in the Issuer issued as part of the transactions contemplated by the Transaction Documents (such interest, the “Retained Interest”), determined as of the Closing Date. The Preliminary Prospectus contains all of the required disclosures under 17 C.F.R. §246.4(c)(2).

Representations and Warranties of the Bank. The Bank hereby represents and warrants for to, and agrees with, the benefit of the Depositor and the Securityholders Underwriters that: (a) the The Bank is a Delaware national banking corporation association duly organized, organized and validly existing and in good standing under the laws of the State of Delaware; (b) the Bank United States, and has full all requisite corporate power, authority and legal right to own its property and conduct its credit card business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Trust Agreement, the Receivables Purchase Agreement and has taken the Pooling and Servicing Agreement. (b) The execution and delivery by the Bank of this Agreement, the Receivables Purchase Agreement, the Amended and Restated Pooling and Servicing Agreement and the Series Supplement, the incurrence by the Bank of the obligations herein and therein set forth and the consummation by the Bank of the transactions contemplated hereunder and thereunder have been duly authorized by the Bank by all necessary action to authorize on the execution, delivery and performance by it part of this Trust Agreement;the Bank. (c) this Trust This Agreement has been duly authorized, executed and delivered by the Bank. (d) The Series Supplement will be executed and delivered by the Bank andon or before the Closing Date, assuming due authorization, execution and delivery when executed and delivered by the other parties thereto, constitutes the will constitute a valid and legally binding agreement of the Bank Bank, enforceable against it the Bank in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights the Receivables Purchase Agreement and to general equity principles; (d) the execution, delivery Amended and performance of this Trust Restated Pooling and Servicing Agreement has been duly authorized each as previously executed and delivered by all necessary corporate or other action on the part of the Bank each constitute a valid and does not require any approval of stockholders of the Bank and such execution, delivery and performance will not (i) violate the charter or bylaws binding agreement of the Bank, enforceable against the Bank, each in accordance with its terms, except, in each case, to the extent that (i) the enforceability thereof may be subject to insolvency, reorganization, moratorium, receivership or other similar laws now or hereafter in effect relating to creditors' or other obligees' rights generally or the rights of creditors or other obligees insured by the FDIC, (ii) violate the enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity) and (iii) certain remedial provisions of the Receivables Purchase Agreement and of the Amended and Restated Pooling and Servicing Agreement may be unenforceable in whole or in part under the UCC, but the inclusion of such provisions does not render the other provisions of the Receivables Purchase Agreement or the Amended and Restated Pooling and Servicing Agreement invalid and, notwithstanding that such provisions may be unenforceable in whole or in part, the Trustee will be able to enforce the remedies of a secured party under the UCC. (e) The Bank is not in violation of any provision of, Requirement of Law or constitute, with or without notice or lapse of time, a in default under, or result in the creation performance or imposition ofobservance of any obligation, agreement, covenant or condition contained in any Lien on any properties included in the Trust Property pursuant to the provisions ofcontract, any indenture, mortgage, credit deed of trust, loan agreement, license note, lease or other agreement or instrument to which the Bank it is a party or by which it is bound or to which any of its property is subject, which violations or defaults separately or in the aggregate would have a material adverse effect on the Bank, the Accounts or the Receivables. (f) Neither the execution and delivery by the Bank of this Agreement, nor the incurrence by the Bank of the obligations herein set forth, nor the consummation by the Bank of the transactions contemplated hereunder, nor the fulfillment by the Bank of the terms hereof does or will (i) violate any Requirement of Law presently in effect, applicable to it or its properties or by which it or its properties are or may be bound or affected, (ii) conflict with, or result in a breach of, or constitute a default under, any contract, indenture, mortgage, deed of trust, loan agreement, note, lease or other instrument to which it is a party or by which it or its properties are bound, or (iii) violate result in the creation or imposition of any lawLien upon any of its property or assets, governmental rule except for those encumbrances created under the Receivables Purchase Agreement. (g) All consents, approvals, authorizations, orders, filings, registrations or regulation qualifications of the United States governing the banking or trust powers of the Bank or of the State of Delaware with any court or any orderother governmental agency, judgment board, commission, authority, official or decree applicable to body required in connection with the Bank; (e) neither the authorization, execution or and delivery by the Bank of this Trust Agreement, the Receivables Purchase Agreement nor or the Pooling and Servicing Agreement, or to the consummation by the Bank of the transactions contemplated hereunder and thereunder, or to the fulfillment by the Bank of the terms hereof and thereof have been or will have been obtained on or before the Closing Date. (h) All actions required to be taken by the Bank as a condition to the offer and sale of the Certificates as described herein or the consummation of any of the transactions described in the Prospectus and the Registration Statement have been or, prior to the Closing Date, will be taken. (i) The Pooling and Servicing Agreement is not required to be qualified under the Trust Indenture Act of 1939. (j) The representations and warranties made by the Property Trustee Bank in the Receivables Purchase Agreement and those made by the Bank in the Pooling and Servicing Agreement and made in any Officer's Certificate of the Bank delivered pursuant to the Receivables Purchase Agreement or pursuant to the Pooling and Servicing Agreement were true and correct at the time made and will be true and correct on and as of the Closing Date as if set forth herein. (k) The Receivables (including Receivables in the Additional Accounts, the Receivables of which have been or are expected to be conveyed to FCCF during the period from ___________ through the Closing Date) had an aggregate outstanding balance determined as of _____________ in the amount set forth in the Prospectus. (l) The Bank agrees it has not granted, assigned, pledged or transferred and shall not grant, assign, pledge or transfer to any Person a security interest in, or any other right, title or interest in, the Receivables, except as provided in the Receivables Purchase Agreement, and agrees to take all action required by the Receivables Purchase Agreement in order to maintain the security interest in the Receivables granted pursuant to the Receivables Purchase Agreement. (m) On the date of this Agreement and at the time of filing of the Prospectus pursuant to Rule 424(b), the Prospectus does not include and will not include, any untrue statement of a material fact, and the Prospectus does not omit, and will not omit, to state any material fact required to be stated therein or necessary to make the statements therein not misleading, except that the foregoing does not apply to statements in or omissions from such documents based upon the Class A Underwriters Information or the Delaware Trustee Class B Underwriters Information. (as appropriate in contextn) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of There has not been any other action with respect to any governmental authority or agency under any existing federal law governing the bankingmaterial adverse change, or trust powers of any development involving a prospective material adverse change, in the Bankcondition, as the case may befinancial or otherwise, under the laws of the United States or the State of Delaware; (f) there are no proceedings pending or, to the best the Bank's knowledge, threatened against or affecting the Property Trustee or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregateearnings, would materially and adversely affect the Trust business or would question the right, power and authority operations of the Bank to enter into or perform its obligations subsidiaries, taken as one of the Trustees under this Trust Agreementa whole, from ___________.

Representations and Warranties of the Bank. The Except as disclosed in the disclosure schedule (the “Schedule of Exceptions”) delivered by the Bank hereby to Buyer BHC and Buyer Bank prior to the execution of this Agreement (which schedule sets forth, among other things, items the disclosure of which is necessary or appropriate either in response to an express disclosure requirement contained in a provision hereof or as an exception to one or more representations or warranties contained in this Article 3 or to one or more of the covenants contained in Article 5 or 6, provided, however, that, notwithstanding anything in this Agreement to the contrary, (i) no such item is required to be set forth in such schedule as an exception to a representation or warranty if its absence would not result in the related representation or warranty being deemed materially misleading, untrue or incorrect, and (ii) the mere inclusion of an item in such schedule as an exception to a representation or warranty shall not be deemed an admission that such item represents a material exception or material fact, event or circumstance or that such item has had or would be reasonably likely to have a material adverse effect on the Bank), as an inducement to Buyer BHC and Buyer Bank to enter into this Agreement, the Bank represents and warrants for the benefit of the Depositor to Buyer BHC and the Securityholders Buyer Bank that: (a) Corporate Organization, Standing, and Authority of the Bank. The Bank is a Delaware Tennessee banking corporation corporation, duly organized, organized and validly existing and in good standing under the laws of the State of Delaware; Tennessee, and has all corporate powers and possess all licenses and authorizations necessary to conduct its business as presently conducted (b) excepting any licenses and authorizations the absence of which would not have a material adverse effect upon the financial condition or operations of the Bank). The Bank is qualified to do business in the State of Tennessee and in all other states where the nature of its operations requires it to be so qualified. The Charter and Bylaws of the Bank will not be amended hereafter, and are complete and correct as of the date hereof. The Bank has full the corporate power, power and authority to execute and legal right deliver this Agreement and has the corporate power and authority to execute, deliver and perform its obligations under specified and undertaken in this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it Agreement. The Board of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the valid and legally binding agreement of the Bank enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (d) the execution, delivery and performance of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank and does not require any approval of stockholders of the Bank and such execution, delivery and performance will not (i) violate the charter or bylaws Directors of the Bank, (ii) violate any provision ofat a lawfully convened meeting, or constitute, with or without notice or lapse has authorized the execution and delivery of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the this Agreement and Plan of Reorganization and Bank is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States governing the banking or trust powers of the Bank or of the State of Delaware or any order, judgment or decree applicable to the Bank; (e) neither the authorization, execution or delivery Merger by the Bank and will, subject to its fiduciary duties, recommend approval of this Trust Agreement nor the consummation of any of the transactions same by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, or trust powers of the Bank, as the case may be, under the laws of the United States or the State of Delaware; (f) there are no proceedings pending or, to the best the Bank's knowledge, threatened against or affecting the Property Trustee or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Bank to enter into or perform its obligations as one of the Trustees under this Trust Agreement’s shareholders.

Representations and Warranties of the Bank. The Bank hereby represents and warrants for the benefit of the Depositor and the Securityholders that: (a) the Bank It is a Delaware banking corporation bank duly organized, validly existing and in good standing under the laws of the State of DelawareConnecticut and has all requisite corporate power and authority to own, operate and lease its real and personal properties in the manner and to the extent owned, operated or leased as of the date hereof; it is duly authorized and empowered with all requisite regulatory approvals to conduct a general banking business at its main and branch offices as established on the date hereof; and no action or administrative proceeding is pending, or, to its knowledge, threatened or contemplated, which would in any way challenge it's right or authority to conduct a general banking business at its main office or any of its branch offices; (b) the Its authorized capital stock consists of 8,000,000 shares of Bank has full corporate powerCommon Stock, authority par value $1.00 per share, and legal right to execute2,000,000 shares of serial preferred stock, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreementpar value $1.00 per share; (c) It has the corporate power and authority to enter into, subject to approval of this Trust Agreement Plan by the shareholders of the Bank and the receipt of necessary regulatory approvals become bound by the terms of, this Plan, which Plan has been duly authorized, approved by not less than a majority of its directors at a meeting duly called for such purpose and has been duly executed and delivered by the Bank on its behalf and, assuming due authorization, execution subject to such shareholder approval and delivery by the other parties theretosuch regulatory approvals, constitutes the a legal, valid and legally binding agreement obligation of the Bank enforceable against it the Bank in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (d) If the executionrequisite approval of the Plan is obtained at the meeting of shareholders of Bank Common Stock referred to in Section 5.1(d), delivery thereafter and performance until the Effective Date, the Bank shall issue certificates for Bank Common Stock, whether upon transfer or otherwise, only if such certificates bear a legend, the form of this Trust Agreement which shall be approved by the Board of Directors of the Company, indicating that the Plan has been duly authorized approved and that shares of Bank Common Stock evidenced by all necessary corporate such certificates are subject to acquisition by the Company pursuant to the Plan; (e) The performance by the Bank of its obligations under this Plan will not conflict with any provision of the charter or other action on the part by-laws of the Bank and does not require any approval of stockholders of the Bank and such execution, delivery and performance will not (i) violate the charter or bylaws of the Bank, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default underconflict with, or result in the creation a breach of or imposition of, any Lien on any properties included in the Trust Property pursuant a default (without regard to the provisions ofgiving of notice or the passage of time) under, any indenture, mortgage, credit agreement, license contract, commitment or other agreement or instrument obligation to which the Bank it is a party or by which it is or its assets may be bound, or (iii) violate any provision of any law, governmental rule or regulation of the United States governing the banking or trust powers of the Bank or of the State of Delaware or any orderregulation, judgment or decree applicable to the Bank; (e) neither the authorization, execution binding on it or delivery by the Bank of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, or trust powers of the Bank, as the case may be, under the laws of the United States or the State of Delaware;its assets; and (f) there are no proceedings pending orThe names of all affiliates, to the best the Bank's knowledge, threatened against or affecting the Property Trustee or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or as defined in the aggregaterules and regulations promulgated under the Securities Act of 1933, would materially and adversely affect as amended (the Trust or would question the right"Securities Act"), power and authority of the Bank (including all of its directors) who will acquire shares of Company Common Stock in connection with the Acquisition and the number of shares of Bank Common Stock owned of record or beneficially by each of them, are set forth in a list previously furnished by the Bank to enter into or perform its obligations as one of the Trustees under this Trust AgreementCompany (the "Bank Affiliates").

Representations and Warranties of the Bank. The Bank hereby represents and warrants for to, and agrees with the benefit of the Depositor and the Securityholders Agent that: (ai) the The Bank has been duly chartered and is a Delaware banking corporation duly organized, validly existing and as a national bank in good standing under the laws of the State United States, with power and authority as a national bank to own its properties and conduct its business as described in the Prospectus, and has been duly qualified for the transaction of Delawarebusiness and is in good standing under the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require such qualification, except where the failure to so qualify or be in good standing does not have, and could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (bii) the Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the valid and legally binding agreement of the Bank enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (d) the The execution, delivery and performance of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank and does not require any approval of stockholders the compliance by the Bank with all of the Bank provisions of this Agreement and such executionthe consummation of the transactions herein contemplated, delivery and performance will not (i) violate in each case to the charter or bylaws of extent applicable to the Bank, (ii) violate will not conflict with or result in a breach or violation of any provision of the terms or provisions of, or constitute, with or without notice or lapse of time, constitute a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreementdeed of trust, license loan agreement or other agreement or instrument to which the Bank or any of its subsidiaries is a party or by which the Bank or any of its subsidiaries is bound or to which any of the property or assets of the Bank or any of its subsidiaries is subject, which could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, nor will such action result in any violation of the provisions of the charter of the Bank or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Bank or any of its subsidiaries or any of their properties; (iii) Neither the Bank nor any of its subsidiaries is in violation of its respective charter documents or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, deed of trust, loan agreement, note, lease or other agreement or instrument to which the Bank or any of its subsidiaries is a party or by which it is or any of its subsidiaries may be bound, or (iii) violate to which any law, governmental rule or regulation of the United States governing the banking or trust powers property of the Bank or of the State of Delaware or any order, judgment or decree applicable to the Bank; (e) neither the authorization, execution or delivery by the Bank of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval ofits subsidiaries is subject, the giving of notice to, the registration with or the taking of any other action with respect except for such default that could not reasonably be expected to any governmental authority or agency under any existing federal law governing the banking, or trust powers of the Bank, as the case may be, under the laws of the United States or the State of Delaware; (f) there are no proceedings pending or, to the best the Bank's knowledge, threatened against or affecting the Property Trustee or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal whichhave, individually or in the aggregate, would materially and adversely affect a Material Adverse Effect; and (iv) The activities of the Trust or would question the right, power and authority subsidiaries of the Bank are permitted to enter into or perform its obligations as one subsidiaries of a national bank under applicable law and the rules and regulations of the Trustees under this Trust AgreementOCC set forth in Chapter I of Title 12 of the Code of Federal Regulations and the deposit accounts of the Bank are insured up to the applicable limits by the FDIC.

Representations and Warranties of the Bank. The Bank Bank, as of the date hereof, and each Successor Property Trustee at the time of the Successor Property Trustee's acceptance of its appointment as Property Trustee hereunder (the term "Bank" being used to refer to such Successor Property Trustee in its separate corporate capacity) hereby represents and warrants (as applicable) for the benefit of the Depositor and the Securityholders that: (a) the Bank is a Delaware Massachusetts banking corporation duly organized, validly existing and in good standing under the laws of the State Commonwealth of DelawareMassachusetts; (b) the Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the valid and legally binding agreement of the Bank enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' , rights and to general equity principles; (d) the execution, delivery and performance by the Bank of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank and does not require any approval of stockholders of the Bank and such execution, delivery and performance will not (i) violate the Bank's charter or bylaws of the Bankby-laws, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the the Bank is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States or the Commonwealth of Massachusetts, as the case may be, governing the banking or trust powers of the Bank or of the State of Delaware or any order, judgment or decree applicable to the Bank; (e) neither the authorization, execution or delivery by the Bank of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, banking or trust powers of the Bank, as the case may be, Bank under the laws of the United States or the State Commonwealth of Delaware;Massachusetts; and (f) there are no proceedings pending or, to the best of the Bank's knowledge, threatened against or affecting the Property Trustee or the Delaware Trustee Bank in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Bank to enter into or perform its obligations as one of the Trustees under this Trust Agreement.

Representations and Warranties of the Bank. (a) The Bank hereby represents and warrants for to the benefit Depositor that as of the Depositor and the Securityholders Closing Date that: (ai) the The Bank is a Delaware banking corporation federal savings bank duly organized, validly existing and in good standing under the laws of the State United States of Delaware; (b) the Bank America and has full corporate powerpower and authority to own its property, authority to carry on its business as presently conducted, and legal right to execute, deliver enter into and perform its obligations under this Trust Agreement; (ii) the execution and delivery by the Bank of this Agreement and has taken have been duly authorized by all necessary action to authorize on the part of the Bank; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties or the charter or bylaws of the Bank; (iii) the execution, delivery and performance by it the Bank of this Trust AgreementAgreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (civ) this Trust Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery by the other parties theretoDepositor, constitutes the a valid and legally binding agreement obligation of the Bank enforceable against it in accordance with its terms, terms except as such enforceability may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally, (B) general applicability relating to principles of equity regardless of whether such enforcement is considered in a proceeding in equity or affecting creditors' rights at law and to general equity principles; (dC) the executionany notice, delivery and order, directive or similar action by a federal banking regulatory authority that prohibits or enjoins performance of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank and does not require any approval of stockholders of the Bank and such execution, delivery and performance will not (i) violate the charter or bylaws of the Bank, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States governing the banking or trust powers of the Bank or of the State of Delaware or any order, judgment or decree applicable to the Bank;; and (e) neither the authorization, execution or delivery by the Bank of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, or trust powers of the Bank, as the case may be, under the laws of the United States or the State of Delaware; (fv) there are no actions, suits or proceedings pending or, to the best knowledge of the Bank's knowledge, threatened or likely to be asserted against or affecting the Bank, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Bank will be determined adversely to the Bank and will if determined adversely to the Bank materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement. (b) The representations and warranties of each Transferor of Mortgage Loans in the related Transfer Agreement were made as of the date of transfer under such Transfer Agreement. To the extent that any fact, condition or event with respect to a Mortgage Loan constitutes a breach of both (i) a representation or warranty of a Transferor under the related Transfer Agreement and (ii) a representation or warranty of the Bank under this Agreement, the only right or remedy of the Depositor shall be the right to enforce the obligations of such Transferor under any applicable representation or warranty made by it. The Depositor acknowledges and agrees that the representations and warranties of the Bank in this Section 1.04(b) are applicable only to facts, conditions or events that do not constitute a breach of any representation or warranty made by the related Transferor in the applicable Transfer Agreement. The Bank shall have no obligation or liability with respect to any breach of a representation or warranty made by it with respect to the Mortgage Loans if the fact, condition or event constituting such breach also constitutes a breach of a representation or warranty made by the related Transferor in such Transfer Agreement, without regard to whether the related Transferor fulfills its contractual obligations in respect of such representation or warranty; provided, however, that if the related Transferor fulfills its obligations under the provisions of such Transfer Agreement by substituting for the affected Mortgage Loan a mortgage loan which is not a Qualifying Substitute Mortgage Loan, the Bank shall, in exchange for such substitute mortgage loan, provide the Depositor (a) with the applicable Purchase Price for the affected Mortgage Loan or (b) within the two year period following the Closing Date, with a Qualified Substitute Mortgage Loan for such affected Mortgage Loan. Subject to the foregoing, the Bank represents and warrants upon delivery of the Mortgage Loans to the Depositor hereunder, as to each, that: (i) The information set forth with respect to the Mortgage Loans on the Mortgage Loan Schedule provides an accurate listing of the Mortgage Loans, and the information with respect to each Mortgage Loan on the Mortgage Loan Schedule is true and correct in all material respects at the date or dates respecting which such information is given; (ii) There are no defaults (other than delinquency in payment) in complying with the terms of any Mortgage, and the Bank has no notice as to any taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously became due and owing but which have not been paid; (iii) Except in the case of Cooperative Loans, each Mortgage requires all buildings or other improvements on the related Mortgaged Property Trustee to be insured by a generally acceptable insurer against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the related Mortgaged Property is located pursuant to insurance policies conforming to the requirements of the guidelines of FNMA or FHLMC. If upon origination of the Delaware Trustee Mortgage Loan, the Mortgaged Property was in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards (and such flood insurance has been made available) a flood insurance policy meeting the requirements of the current guidelines of the Federal Flood Insurance Administration is in effect which policy conforms to the requirements of the current guidelines of the Federal Flood Insurance Administration. Each Mortgage obligates the related Mortgagor thereunder to maintain the hazard insurance policy at the Mortgagor’s cost and expense, and on the Mortgagor’s failure to do so, authorizes the holder of the Mortgage to obtain and maintain such insurance at such Mortgagor’s cost and expense, and to seek reimbursement therefor from the Mortgagor. Where required by state law or regulation, each Mortgagor has been given an opportunity to choose the carrier of the required hazard insurance, provided the policy is not a “master” or “blanket” hazard insurance policy covering the common facilities of a planned unit development. The hazard insurance policy is the valid and binding obligation of the insurer, is in full force and effect, and will be in full force and effect and inure to the benefit of the Depositor upon the consummation of the transactions contemplated by this Agreement. (iv) Each Mortgage has not been satisfied, cancelled, subordinated or rescinded, in whole or in part, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part, nor has any court instrument been executed that would effect any such release, cancellation, subordination or before rescission; (v) Each Mortgage evidences a valid, subsisting, enforceable and perfected first lien on the related Mortgaged Property (including all improvements on the Mortgaged Property). The lien of the Mortgage is subject only to: (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any governmental authoritylien for common charges permitted by statute, agency (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s Title Insurance Policy or arbitration board or tribunal whichattorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, materially interfere with the benefits of the security intended to be provided by the Mortgage. Any security agreement, chattel mortgage or equivalent document related to, and delivered to the Trustee in connection with, a Mortgage Loan establishes a valid, subsisting and enforceable first lien on the property described therein and the Depositor has full right to sell and assign the same to the Trustee; (vi) Immediately prior to the transfer and assignment of the Mortgage Loans to the Depositor, the Bank was the sole owner of record and holder of each Mortgage Loan, and the Bank had good and marketable title thereto, and has full right to transfer and sell each Mortgage Loan to the Depositor free and clear, except as described in paragraph (v) above, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and has full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) Each Mortgage Loan other than any Cooperative Loan is covered by either (i) an attorney’s opinion of title and abstract of title the form and substance of which is generally acceptable to mortgage lending institutions originating mortgage loans in the locality where the related Mortgaged Property is located or (ii) an ALTA mortgagee Title Insurance Policy or other generally acceptable form of policy of insurance, issued by a title insurer qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the originator of the Mortgage Loan, and its successors and assigns, as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan (subject only to the exceptions described in paragraph (v) above). If the Mortgaged Property is a condominium unit located in a state in which a title insurer will generally issue an endorsement, then the related Title Insurance Policy contains an endorsement insuring the validity of the creation of the condominium form of ownership with respect to the project in which such unit is located. With respect to any Title Insurance Policy, the originator is the sole insured of such mortgagee Title Insurance Policy, such mortgagee Title Insurance Policy is in full force and effect and will inure to the benefit of the Depositor upon the consummation of the transactions contemplated by this Agreement, no claims have been made under such mortgagee Title Insurance Policy and no prior holder of the related Mortgage, including the Bank, has done, by act or omission, anything that would impair the coverage of such mortgagee Title Insurance Policy; (viii) To the best of the Bank’s knowledge, no foreclosure action is being threatened or commenced with respect to any Mortgage Loan. There is no proceeding pending for the total or partial condemnation of any Mortgaged Property (or, in the case of a Cooperative Loan, the related cooperative unit) and each such property is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, so as to have a material adverse effect on the value of the related Mortgaged Property as security for the related Mortgage Loan or the use for which the premises were intended; (ix) There are no mechanics’ or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under the law could give rise to such liens) affecting the related Mortgaged Property which are or may be liens prior to, or equal or coordinate with, the lien of the related Mortgage; (x) Each Mortgage Loan was originated by a savings and loan association, savings bank, commercial bank, credit union, insurance company, or similar institution which is supervised and examined by a Federal or State authority, or by a mortgagee approved by the Secretary of Housing and Urban Development pursuant to sections 203 and 211 of the National Housing Act; (xi) Any and all requirements of any federal, state or local law, including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws applicable to each Mortgage Loan have been complied with; and (xii) Each Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G of the Code and Treas. Reg. §1.860G-2. (xiii) The information set forth in the Prepayment Charge Schedule included as part of the Mortgage Loan Schedule at Schedule A hereto (including the Prepayment Charge Summary attached thereto) is complete, true and correct in all material respects on the date or dates on which such information is furnished and each Prepayment Charge is permissible and enforceable in accordance with its terms (except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws affecting creditor’s rights generally or the collectibility thereof may be limited due to acceleration in connection with foreclosure) under applicable state law; and (xiv) The Servicers for each Mortgage Loan will accurately and fully report its borrower credit files to all three credit repositories in a timely manner. It is understood and agreed that the representations and warranties set forth in Section 1.04(b) herein shall survive the Closing Date. Upon discovery by either the Bank or the Depositor of a breach of any of the foregoing representations and warranties (excluding a breach of clause (xiii) under Section 1.04(b) that adversely and materially affects the value of the related Mortgage Loan, that does not also constitute a breach of a representation or warranty of the related Transferor in the applicable Transfer Agreement, the party discovering such breach shall give prompt written notice to the other party. Within 60 days of the discovery of any such breach, the Bank shall either (a) cure such breach in all material respects, (b) repurchase such Mortgage Loan or any property acquired in respect thereof from the Depositor at the applicable Purchase Price or (c) within the two year period following the Closing Date substitute a Qualifying Substitute Mortgage Loan for the affected Mortgage Loan. (c) Notwithstanding the second paragraph of Section 1.04(b), in connection with the Seller’s representations and warranties made in clause (xiii) of Section 1.04(b), within 90 days of the earlier of discovery by the Bank or receipt of notice from the applicable Servicer or the NIMS Insurer of a breach of any representation and warranty of the Bank made in clause (xiii) of Section 1.04(b) above, which breach materially and adversely affect affects the Trust or would question the right, power and authority interests of the Class P Certificateholders in any Prepayment Charge, the Bank shall, if (i) such representation and warranty is breached and a Principal Prepayment has occurred or (ii) if a change in law subsequent to enter into or perform its obligations as one the Closing Date limits the enforceability of the Trustees under this Trust AgreementPrepayment Charge (other than in the circumstances set forth in clause (xiii) of Sections 1.04(b)), pay, at the time of such Principal Prepayment or change in law, the amount of the scheduled Prepayment Charge, for the benefit of the holders of the Class P Certificates, by depositing such amount into the Certificate Account no later than the Deposit Date immediately following the Prepayment Period in which such Principal Prepayment on the related Mortgage Loan or such change in law has occurred, net of any Servicer Prepayment Charge Payment Amount made by the applicable Servicer with respect to the related Mortgage Loan in lieu of collection of such Prepayment Charge.

Representations and Warranties of the Bank. (a) The Bank hereby represents and warrants for to the benefit Depositor that as of the Depositor and the Securityholders Closing Date that: (ai) the The Bank is a Delaware banking corporation federal savings bank duly organized, validly existing and in good standing under the laws of the State United States of Delaware; (b) the Bank America and has full corporate powerpower and authority to own its property, authority to carry on its business as presently conducted, and legal right to execute, deliver enter into and perform its obligations under this Trust Agreement; (ii) the execution and delivery by the Bank of this Agreement and has taken have been duly authorized by all necessary action to authorize on the part of the Bank; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties or the charter or bylaws of the Bank; (iii) the execution, delivery and performance by it the Bank of this Trust AgreementAgreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (civ) this Trust Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery by the other parties theretoDepositor, constitutes the a valid and legally binding agreement obligation of the Bank enforceable against it in accordance with its terms, terms except as such enforceability may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally, (B) general applicability relating to principles of equity regardless of whether such enforcement is considered in a proceeding in equity or affecting creditors' rights at law and to general equity principles; (dC) the executionany notice, delivery and order, directive or similar action by a federal banking regulatory authority that prohibits or enjoins performance of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank and does not require any approval of stockholders of the Bank and such execution, delivery and performance will not (i) violate the charter or bylaws of the Bank, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States governing the banking or trust powers of the Bank or of the State of Delaware or any order, judgment or decree applicable to the Bank;; and (e) neither the authorization, execution or delivery by the Bank of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, or trust powers of the Bank, as the case may be, under the laws of the United States or the State of Delaware; (fv) there are no actions, suits or proceedings pending or, to the best knowledge of the Bank's knowledge, threatened or likely to be asserted against or affecting the Property Trustee Bank, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Bank will be determined adversely to the Bank and will if determined adversely to the Bank materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement. (b) The representations and warranties of each Transferor with respect to Mortgage Loans in the related Transfer Agreement were made as of the date of transfer under such Transfer Agreement. To the extent that any fact, condition or event with respect to a Mortgage Loan constitutes a breach of both (i) a representation or warranty of the Transferor under the related Transfer Agreement and (ii) a representation or warranty of the Bank under this Agreement, the only right or remedy of the Depositor shall be the right to enforce the obligations of the Transferor under any applicable representation or warranty made by it. The Depositor acknowledges and agrees that the representations and warranties of the Bank in this Section 1.04(b) are applicable only to facts, conditions or events that do not constitute a breach of any representation or warranty made by the Transferor in the related Transfer Agreement. The Bank shall have no obligation or liability with respect to any breach of a representation or warranty made by it with respect to the Mortgage Loans if the fact, condition or event constituting such breach also constitutes a breach of a representation or warranty made by a Transferor in the related Transfer Agreement, without regard to whether the Transferor fulfills its contractual obligations in respect of such representation or warranty; provided, however, that if the Transferor fulfills its obligations under the provisions of the related Transfer Agreement by substituting for the affected Mortgage Loan a mortgage loan which is not a Qualifying Substitute Mortgage Loan, the Bank shall, in exchange for such substitute mortgage loan, provide the Depositor (a) with the applicable Purchase Price for the affected Mortgage Loan or (b) within the two-year period following the Closing Date or the Delaware Trustee applicable Transfer Date, with a Qualified Substitute Mortgage Loan for such affected Mortgage Loan. Subject to the foregoing, the Bank represents and warrants upon delivery of the Mortgage Loans to the Depositor hereunder and as of the Closing Date, as to each, that: (i) The information set forth with respect to the Mortgage Loans on the Mortgage Loan Schedule provides an accurate listing of the Mortgage Loans, and the information with respect to each Mortgage Loan on the Mortgage Loan Schedule is true and correct in all material respects at the date or dates respecting which such information is given; (ii) There are no defaults (other than delinquency in payment) in complying with the terms of any court Mortgage, and the Bank has no notice as to any taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or before ground rents which previously became due and owing but which have not been paid; (iii) Except in the case of Cooperative Loans, each Mortgage requires all buildings or other improvements on the related Mortgaged Property to be insured by a generally acceptable insurer against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the related Mortgaged Property is located pursuant to insurance policies conforming to the requirements of the guidelines of FNMA or FHLMC. If upon origination of the Mortgage Loan, the Mortgaged Property was in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards (and such flood insurance has been made available) a flood insurance policy meeting the requirements of the current guidelines of the Federal Flood Insurance Administration is in effect which policy conforms to the requirements of the current guidelines of the Federal Flood Insurance Administration. Each Mortgage obligates the related Mortgagor thereunder to maintain the hazard insurance policy at the Mortgagor’s cost and expense, and on the Mortgagor’s failure to do so, authorizes the holder of the Mortgage to obtain and maintain such insurance at such Mortgagor’s cost and expense, and to seek reimbursement therefor from the Mortgagor. Where required by state law or regulation, each Mortgagor has been given an opportunity to choose the carrier of the required hazard insurance, provided the policy is not a “master” or “blanket” hazard insurance policy covering the common facilities of a planned unit development. The hazard insurance policy is the valid and binding obligation of the insurer, is in full force and effect, and will be in full force and effect and inure to the benefit of the Depositor upon the consummation of the transactions contemplated by this Agreement; (iv) Each Mortgage has not been satisfied, cancelled, subordinated or rescinded, in whole or in part, and the Mortgaged Property has not been released from the lien of the Mortgage, in whole or in part, nor has any governmental authorityinstrument been executed that would effect any such release, agency cancellation, subordination or arbitration board recision; (v) In the case of 92.79% of the Mortgage Loans, (by Scheduled Principal Balance as of the Cut-off Date) the related Mortgage evidences a valid, subsisting, enforceable and perfected first lien on the related Mortgaged Property (including all improvements on the Mortgaged Property). The lien of the Mortgage is subject only to: (1) liens of current real property taxes and assessments not yet due and payable and, if the related Mortgaged Property is a condominium unit, any lien for common charges permitted by statute, (2) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of the date of recording of such Mortgage acceptable to mortgage lending institutions in the area in which the related Mortgaged Property is located and specifically referred to in the lender’s Title Insurance Policy or tribunal whichattorney’s opinion of title and abstract of title delivered to the originator of such Mortgage Loan, and (3) such other matters to which like properties are commonly subject which do not, individually or in the aggregate, would materially and adversely affect interfere with the Trust or would question the right, power and authority benefits of the Bank security intended to enter into or perform its obligations as one be provided by the Mortgage. In the case of all of the Trustees Mortgage Loans (by Scheduled Principal Balance as of the Cut-off Date), any security agreement, chattel mortgage or equivalent document related to, and delivered to the Trustee in connection with, a Mortgage Loan establishes a valid, subsisting and enforceable first or second lien on the property described therein and the Depositor has full right to sell and assign the same to the Trustee; (vi) Immediately prior to the transfer and assignment of the Mortgage Loans to the Depositor, the Bank was the sole owner of record and holder of each Mortgage Loan, and the Bank had good and marketable title thereto, and has full right to transfer and sell each Mortgage Loan to the Depositor free and clear, except as described in paragraph (v) above, of any encumbrance, equity, participation interest, lien, pledge, charge, claim or security interest, and has full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign each Mortgage Loan pursuant to this Agreement; (vii) Each Mortgage Loan other than any Cooperative Loan is covered by either (i) an attorney’s opinion of title and abstract of title the form and substance of which is generally acceptable to mortgage lending institutions originating mortgage loans in the locality where the related Mortgaged Property is located or (ii) an ALTA mortgagee Title Insurance Policy or other generally acceptable form of policy of insurance, issued by a title insurer qualified to do business in the jurisdiction where the Mortgaged Property is located, insuring the originator of the Mortgage Loan, and its successors and assigns, as to the first priority lien of the Mortgage in the original principal amount of the Mortgage Loan (subject only to the exceptions described in paragraph (v) above). If the Mortgaged Property is a condominium unit located in a state in which a title insurer will generally issue an endorsement, then the related Title Insurance Policy contains an endorsement insuring the validity of the creation of the condominium form of ownership with respect to the project in which such unit is located. With respect to any Title Insurance Policy, the originator is the sole insured of such mortgagee Title Insurance Policy, such mortgagee Title Insurance Policy is in full force and effect and will inure to the benefit of the Depositor upon the consummation of the transactions contemplated by this Agreement, no claims have been made under this Trust Agreement.such mortgagee Title Insurance Policy and no prior holder of the related Mortgage, including the Bank, has done, by act or omission, anything that would impair the coverage of such mortgagee Title Insurance Policy; (viii) To the best of the Bank’s knowledge, no foreclosure action is being threatened or commenced with respect to any Mortgage Loan. There is no proceeding pending for the total or partial condemnation of any Mortgaged Property (or, in the case of a Cooperative Loan, the related cooperative unit) and each such property is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty, so as to have a material adverse effect on the value of the related Mortgaged Property as security for the Mortgage Loan or the use for which the premises were intended; (ix) There are no mechanics’ or similar liens or claims which have been filed for work, labor or material (and no rights are outstanding that under the law could give rise to such liens) affecting the related Mortgaged Property which are or may be liens prior to, or equal or coordinate with, the lien of the related Mortgage; (x) Each Mortgage Loan was originated by a savings and loan association, savings bank, commercial bank, credit union, insurance company, or similar institution which is supervised and examined by a Federal or State authority, or by a mortgagee approved by the Secretary of Housing and Urban Development pursuant to sections 203 and 211 of the National Housing Act; (xi) Any and all requirements of any federal, state or local law, including, without limitation, usury, truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity or disclosure laws applicable to each Mortgage Loan have been complied with; (xii) Each Mortgage Loan is a “qualified mortgage” within the meaning of Section 860G of the Code and Treas. Reg. §1.860G-2; (xiii) No Mortgage Loan was originated in the State of Georgia after October 1, 2002; (xiv) In the case of the Pool 2 Mortgage Loans, no Mortgage Loan imposes a Prepayment Charge for a term in excess of five years; (xv) In the case of a Pool 1 Mortgage Loans, no Mortgage Loan imposes a Prepayment Charge for a term in excess of three years; (xvi) The Servicers for each Mortgage Loan will accurately and fully report its borrower credit files to all three credit repositories in a timely manner; (xvii) With respect to the Pool 1 Mortgage Loans, the Bank has no reason to believe that any borrower will default under the related Mortgage Loan, or that foreclosure proceedings will be commenced with respect to any Mortgage Loan, within the six months immediately following the Closing Date; (xviii) In the case of a Pool 1 Mortgage Loans, the outstanding Scheduled Principal Balance of each such Mortgage Loan does not exceed the maximum original loan amount limitations set forth in the Xxxxxx Xxx Seller/Servicer Guide with respect to one-to-four family residential mortgage loans, whether first lien or subordinate lien mortgage loans, as applicable;

Representations and Warranties of the Bank. and the Property Trustee. The Bank and the Property Trustee, each severally on behalf of and as to itself, as of the date hereof, and each successor Property Trustee at the time of the Successor Property Trustee's acceptance of its appointment as Property Trustee hereunder (in the case of a successor Property Trustee, the term "Bank" as used herein shall be deemed to refer to such Successor Property Trustee in its separate corporate capacity) hereby represents and warrants (as applicable) for the benefit of the Depositor and the Securityholders that: (a) the Bank is a Delaware banking corporation duly organized, validly existing and in good standing under the laws of the State its jurisdiction of Delawareincorporation; (b) the Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution Property Trustee and delivery by the other parties thereto, constitutes the valid and legally binding agreement of the Bank Property Trustee enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' , rights and to general equity principles; (d) the execution, delivery and performance by the Property Trustee of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank Property Trustee and does not require any approval of stockholders of the Bank and such execution, delivery and performance will shall not (i) violate the Bank's charter or bylaws of the Bank, by-laws; (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Property Trustee or the Bank is a party or by which it is bound, ; or (iii) violate any law, governmental rule or regulation of the United States or its jurisdiction of incorporation, as the case may be, governing the banking or trust powers of the Bank or of the State of Delaware Property Trustee (as appropriate in context) or any order, judgment or decree applicable to the Property Trustee or the Bank; (e) neither the authorization, execution or delivery by the Bank Property Trustee of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, banking or trust powers of the BankBank or the Property Trustee, as the case may be, under the laws of the United States or the State its jurisdiction of Delaware;incorporation; and (f) there are no proceedings pending or, to the best of the BankProperty Trustee's knowledge, threatened against or affecting the Property Trustee Bank or the Delaware Property Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Bank Property Trustee to enter into or perform its obligations as one of the Trustees under this Trust Agreement; and (g) the Property Trustee is a Person eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000,000.

Representations and Warranties of the Bank. The Bank hereby represents and warrants for to, and agrees with, the benefit of the Depositor and the Securityholders Underwriter[s] that: (a) the The Bank is a Delaware national banking corporation association duly organized, organized and validly existing and in good standing under the laws of the State of Delaware; (b) the Bank United States, and has full all requisite corporate power, authority and legal right to own its property and conduct its credit card business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Trust Agreement Agreement, the Certificates and has taken the Pooling and Servicing Agreement. (b) The execution and delivery of this Agreement, the Certificates, the Series Supplement and the Assumption Agreement, the incurrence of the obligations herein and therein set forth and the consummation of the transactions contemplated hereunder and thereunder have been duly authorized by the Bank by all necessary action to authorize on the execution, delivery and performance by it part of this Trust Agreement;the Bank. (c) this Trust This Agreement has been duly authorized, executed and delivered by the Bank. (d) The Series Supplement will be executed and delivered by the Bank andon or before the Closing Date, assuming due authorization, execution and delivery when executed and delivered by the other parties thereto, constitutes the will constitute a valid and legally binding agreement of the Bank Bank, enforceable against it the Bank in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights the Amended and to general equity principles; (d) the execution, delivery Restated Pooling and performance of this Trust Servicing Agreement has been duly authorized as previously executed and delivered by all necessary corporate or other action on the part predecessors of the Bank and does not require any approval of stockholders of the Assumption Agreement as previously executed by the Bank each constitute a valid and such execution, delivery and performance will not (i) violate the charter or bylaws binding agreement of the Bank, enforceable against the Bank, each in accordance with its terms, except, in each case, to the extent that (i) the enforceability thereof may be subject to insolvency, reorganization, moratorium, receivership or other similar laws now or hereafter in effect relating to creditors' or other obligees' rights generally or the rights of creditors or other obligees insured by the FDIC, (ii) violate any provision of, or constitute, with or without notice or lapse the remedy of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the provisions of, discretion of the court before which any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank is a party or by which it is bound, or proceeding therefor may be brought and (iii) violate any law, governmental rule or regulation certain remedial provisions of the United States governing the banking or trust powers of the Bank or of the State of Delaware or any order, judgment or decree applicable to the Bank; (e) neither the authorization, execution or delivery by the Bank of this Trust Pooling and Servicing Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, or trust powers of the Bank, as the case may be, under the laws of the United States or the State of Delaware; (f) there are no proceedings pending or, to the best the Bank's knowledge, threatened against or affecting the Property Trustee or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Bank to enter into or perform its obligations as one of the Trustees under this Trust Agreement.

Representations and Warranties of the Bank. The Bank and Property Trustee, as of the date hereof, and each successor Property Trustee at the time of the successor Property Trustee's acceptance of its appointment as Property Trustee hereunder (the term "Bank" being used to refer to such successor Property Trustee in its separate corporate capacity) hereby represents and warrants (as applicable) for the benefit of the Depositor and the Securityholders that: (a) the Bank is a Delaware banking corporation duly organized, validly existing and in good standing under the laws of the State its jurisdiction of Delawareincorporation; (b) the Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, authorized executed and delivered by the Bank and, assuming due authorization, execution Property Trustee and delivery by the other parties thereto, constitutes the valid and legally binding agreement of the Bank Property Trustee enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' , rights and to general equity principles; (d) the execution, delivery and performance by the Property Trustee of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank and does not require any approval of stockholders of the Bank and such execution, delivery and performance will not (i) violate the Property Trustee's charter or bylaws of the Bankby-laws, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Property Trustee or Bank is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States or its jurisdiction of incorporation, as the case may be, governing the banking or trust powers of the Bank or of the State of Delaware Property Trustee or any order, judgment or decree applicable to the Property Trustee or the Bank; (e) neither the authorization, execution or delivery by the Bank Property Trustee of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, banking or trust powers of the BankBank or Property Trustee, as the case may be, under the laws of the United States or the State jurisdiction of Delaware;incorporation, and (f) there are no proceedings pending or, to the best of the BankProperty Trustee's knowledge, threatened against or affecting the Bank or Property Trustee or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Bank Property Trustee to enter into or perform its obligations as one of the Trustees under this Trust Agreement.

Representations and Warranties of the Bank. the Property Trustee and the Delaware Trustee. The Bank Bank, and any successor Property Trustee or Delaware Trustee, hereby represents and warrants for the benefit of the Depositor and the Securityholders that: (a) the Bank is a Delaware banking corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) the Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the valid and legally binding agreement of the Bank enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights and to general equity principles; (d) the execution, delivery and performance by the Bank of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank Bank, and does not require any approval of stockholders of the Bank and such execution, delivery and performance does not and will not (i) violate the charter Bank’s Certificate of Incorporation or bylaws of the BankBy-laws, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, note or bond purchase agreement, long-term lease, license or other agreement or instrument to which the Bank is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States or the State of Delaware, as the case may be, governing the banking banking, trust or trust corporate powers of the Bank or of the State of Delaware or any order, judgment or decree applicable to the Bank; (e) neither the authorization, execution or delivery by the Bank of this Trust Agreement nor the consummation of any of the transactions by the Bank, the Property Trustee Trustee, or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, trust or trust corporate powers of the Bank, as the case may be, Bank under the federal laws of the United States or the State of Delaware; (f) there are no proceedings pending or, to the best of the Bank's ’s knowledge, threatened against or affecting the Bank, the Property Trustee or the Delaware Trustee in any court or by or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Bank to enter into or perform its obligations as one of the Trustees under this Trust Agreement; and (g) it is a Person eligible to act as Property Trustee pursuant to the Trust Indenture Act, and to act as Delaware Trustee pursuant to the Delaware Statutory Trust Act, as applicable, and has a combined capital and surplus of at least $500,000,000.

Representations and Warranties of the Bank. The Upon the execution of the applicable Terms Agreement, the Bank hereby represents and warrants for the benefit of the Depositor and the Securityholders to each Underwriter that: (a) As of the Bank Closing Date, the representations and warranties of the Bank, in each of its capacities under each of the Basic Documents to which it is a Delaware banking corporation party, will be true and correct in all material respects as of the date such representation or warranty was given. (b) The Bank has been duly organized, organized and is validly existing and a national banking association, in good standing under the laws of the State of Delaware; United States with power and authority (bcorporate and other) to own its properties and conduct its business as described in the Bank has full corporate power, authority Prospectus and legal right to execute, deliver and perform its obligations under this Trust Agreement and the applicable Terms Agreement and to authorize the sale of the Notes, and to consummate the transactions contemplated by this Agreement and the applicable Terms Agreement and to consummate the transactions contemplated by this Agreement and the applicable Terms Agreement and has been duly qualified for the transaction of business and is in good standing under the laws of each other jurisdiction in which it owns or leases properties, or conducts any business, so as to require such qualification, other than where the failure to be so qualified or in good standing would not have a material adverse effect on the Bank and its subsidiaries, taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement;as a whole. (c) this Trust Agreement has been duly authorizedNo consent, executed and delivered approval, authorization or order of, or filing with, any court or governmental agency or governmental body is required to be obtained or made by the Bank and, assuming due authorization, execution and delivery by for the other parties thereto, constitutes the valid and legally binding agreement consummation of the Bank enforceable against it transactions contemplated by this Agreement, the applicable Terms Agreement or any Basic Document, except such as have been obtained and made under the Act, such as may be required under state securities laws and the filing of any financing statements required to perfect the Issuer’s interest in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to the Receivables or affecting creditors' rights and to general equity principles;the Indenture Trustee’s interest in the Collateral. (d) The Bank is not in violation of its organizational documents nor in default in its performance or observance of any obligation, agreement, covenant or condition contained in any agreement or instrument to which it is a party or by which it or its properties are bound which would have a material adverse effect on the transactions contemplated herein or in the Basic Documents. (e) The execution, delivery and performance of this Trust Agreement has been duly authorized any of the Basic Documents by all necessary corporate or other action on the part of the Bank and does compliance with the terms and provisions thereof will not require result in a material breach or violation of any approval of stockholders of the Bank terms and such executionprovisions of, delivery and performance will not (i) violate the charter or bylaws constitute a material default under, any statute, rule, regulation or order of any governmental agency or body or any court having jurisdiction over the Bank, (ii) violate or any provision of, of its respective properties or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank is a party or by which it the Bank is bound, bound or (iii) violate to which any law, governmental rule or regulation of the United States governing the banking or trust powers properties of the Bank is subject, or the organizational documents of the State of Delaware or any order, judgment or decree applicable to the Bank; (e) neither the authorization, execution or delivery by Bank and the Bank of this Trust Agreement nor has full power and authority to enter into the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, or trust powers of the Bank, as the case may be, under the laws of the United States or the State of Delaware;Basic Documents. (f) Other than as set forth or contemplated in the Prospectus, there are no legal or governmental proceedings pending or, to the best knowledge of the Bank's knowledge, threatened against to which any of the Bank or affecting its subsidiaries is or may be a party or to which any property of the Property Trustee Bank or its subsidiaries is or may be the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal subject which, if determined adversely to the Bank, could individually or in the aggregateaggregate reasonably be expected to have a material adverse effect on (i) the general affairs, would materially and adversely affect the Trust business, prospects, management, financial position, stockholders’ equity or would question the right, power and authority results of operations of the Bank to enter into and its subsidiaries, taken as a whole or perform its obligations as one (ii) the interests of the Trustees under this Trust AgreementNoteholders; and there are no contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be described in the Registration Statement or the Basic Prospectus which are not filed or described as required. (g) This Agreement and the applicable Terms Agreement has been duly authorized, executed and delivered by the Bank. Each of the Basic Documents to which it is a party has been duly authorized and, when executed and delivered by the Bank, will constitute a valid and binding agreement of the Bank in accordance with its terms.

Representations and Warranties of the Bank. and the Property Trustee. The Bank and the Property Trustee, each severally on behalf of and as to itself, as of the date hereof, and each Successor Property Trustee at the time of the Successor Property Trustee's acceptance of its appointment as Property Trustee hereunder (the term "Bank" being used to refer to such Successor Property Trustee in its separate corporate capacity) hereby represents and warrants (as applicable) for the benefit of the Depositor and the Securityholders Holders that: (a) the Bank is a Delaware banking corporation duly organized, validly existing and in good standing under the laws of the State of DelawareGeorgia; (b) the Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution Property Trustee and delivery by the other parties thereto, constitutes the valid and legally binding agreement of the Bank Property Trustee enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (d) the execution, delivery and performance by the Property Trustee of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank Property Trustee and does not require any approval of stockholders of the Bank and such execution, delivery and performance will shall not (i) violate the Bank's charter or bylaws of the Bank, by-laws; (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Property Trustee or the Bank is a party or by which it is bound, ; or (iii) violate any law, governmental rule or regulation of the United States or the State of Georgia, as the case may be, governing the banking or trust powers of the Bank or of the State of Delaware Property Trustee (as appropriate in context) or any order, judgment or decree applicable to the Bank; (e) neither the authorization, execution or delivery by the Bank of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, or trust powers of the Bank, as the case may be, under the laws of the United States or the State of Delaware; (f) there are no proceedings pending or, to the best the Bank's knowledge, threatened against or affecting the Property Trustee or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Bank to enter into or perform its obligations as one of the Trustees under this Trust Agreement.

Representations and Warranties of the Bank. The Bank hereby represents and warrants for the benefit to each Underwriter as of the Depositor date hereof and as of the Securityholders thatClosing Date (unless otherwise specified) as follows: (a) the The Bank is a Delaware national banking corporation duly organized, association validly existing and in good standing under the laws of the State of Delaware; (b) the Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the valid and legally binding agreement of the Bank enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (d) the execution, delivery and performance of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank and does not require any approval of stockholders of the Bank and such execution, delivery and performance will not (i) violate the charter or bylaws of the Bank, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States governing the banking or trust powers of the Bank or of the State of Delaware or any order, judgment or decree applicable to the Bank; (e) neither the authorization, execution or delivery by the Bank of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, or trust powers of the Bank, as the case may be, subsisting under the laws of the United States and has, in all material respects, all power and authority to carry on its business as it is now conducted. The Bank has obtained all necessary licenses, consents, approvals, or order of, or filing with, any United States governmental agency or authority or any United States federal court in each jurisdiction where the State failure to do so would materially and adversely affect the ability of Delaware;the Bank to perform its obligations under the Transaction Documents. (fb) there are no proceedings pending orThe execution, delivery and performance by the Bank of this Agreement and each Transaction Document to which it is a party, the best issuance of the Issued Notes, the sale of the Notes, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Bank's knowledge. Neither the execution and delivery by the Bank of such instruments, threatened against nor the performance by the Bank of the transactions herein or affecting therein contemplated, nor the Property Trustee compliance by the Bank with the provisions hereof or thereof, will (i) contravene or constitute a default under (A) any applicable order, law, rule or regulation, (B) its organizational documents or (C) any material agreement, contract, order or other instrument to which it is a party or its property is subject (other than violations which do not affect the Delaware Trustee in any court legality, validity or before any governmental authority, agency enforceability of such agreements or arbitration board or tribunal which, individually or in the aggregate, would not materially and adversely affect the Trust transactions contemplated by, or would question the rightBank’s ability to perform its obligations under, power the Transaction Documents), or (ii) result in the creation or imposition of any lien, charge or encumbrance upon any of the Bank’s property pursuant to the terms of any such material agreement, contract, order or other instrument. (c) The Bank has duly executed and authority delivered this Agreement and, as of the Closing Date, has duly executed and delivered each Transaction Document to which it is a party. (d) The Bank has authorized the conveyance of the Receivables and the other related property to the Seller. (e) Complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2022, as submitted to enter into or perform its obligations as one the Governors of the Trustees Federal Reserve System by the Bank, are publicly available through xxxxx://xxx.xxxxx.xxx/public/ManageFacsimiles.aspx. Except as set forth in or contemplated in the Preliminary Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2022. (f) Each Transaction Document to which the Bank is a party constitutes a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of national banking associations, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Seller and to general principles of equity. (g) Neither the Seller nor the Issuer is now, and following the issuance of the Issued Notes, neither will be, required to be registered under this Trust Agreementthe Investment Company Act of 1940, as amended (the “1940 Act”), and, although there may be additional exclusions or exemptions available to the Issuer, the Issuer will rely on the exclusion or exemption from the definition of “investment company” under the 1940 Act contained in Section 3(c)(5) of the 1940 Act. The Issuer is structured so as not to constitute a “covered fund” as defined in the final regulation issued December 10, 2013, implementing the “Xxxxxxx Rule” (Section 619 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act). (h) As of the Closing Date, the representations and warranties (other than the representations and warranties concerning the characteristics of the Receivables which representations and warranties will be true and correct in all material respects as of the date set forth in the applicable Transaction Documents) of the Bank in the Transaction Documents to which it is a party are true and correct in all material respects. (i) The Bank has provided a written representation to each of the Hired NRSROs (as defined below), which satisfied the requirements of paragraph (a)(3)(iii) of Rule 17g-5 of the Exchange Act (“Rule 17g-5”), as amended (the “17g-5 Representation”). The Bank has complied and caused the Seller to comply, and will continue to comply and to cause the Seller to comply, with the 17g-5 Representation, other than any breach of the 17g-5 Representation (i) that would not have a material adverse effect on the Notes or (ii) arising from a breach by any of the Underwriters of the representation, warranty and covenant set forth in Section 5(h) or Section 5(i) hereof. (j) Neither the Bank nor the Seller has engaged any person to provide third-party “due diligence services” (as defined in Rule 17g-10 under the Exchange Act) relating to the Notes, other than a nationally recognized independent accounting firm acceptable to the Representatives (the “Accounting Firm”). The Depositor obtained a “third-party due diligence report” (as defined in Rule 15Ga-2 under the Exchange Act (“Rule 15Ga-2”)), prepared by the Accounting Firm entitled “Report of Independent Accountants on Applying Agreed-Upon Procedures”, dated February 3, 2023 (the “Accountant’s Due Diligence Report”), and neither the Bank nor the Seller has received any “third-party due diligence report” (as defined in Rule 15Ga-2) other than the Accountant’s Due Diligence Report. (k) The Bank has complied, and is the appropriate entity to comply, with all requirements imposed on the “sponsor of a securitization transaction” in accordance with the final rules contained in Regulation RR, 17 C.F.R. §246.1, et seq. (the “Credit Risk Retention Rules”), in each case directly or (to the extent permitted by the Credit Risk Retention Rules) through a “majority owned affiliate” (as defined in the Credit Risk Retention Rules, a “Majority-Owned Affiliate”). On the Closing Date, the Bank or a Majority-Owned Affiliate of the Bank will retain an “eligible vertical interest” (as defined in the Credit Risk Retention Rules) equal to at least 5% of each class of “ABS interests” (as defined in the Credit Risk Retention Rules) in the Issuer issued as part of the transactions contemplated by the Transaction Documents (such interest, the “Retained Interest”), determined as of the Closing Date. The Preliminary Prospectus contains all of the required disclosures under 17 C.F.R. §246.4(c)(2).

Representations and Warranties of the Bank. The Bank hereby represents and warrants for the benefit of the Depositor and the Securityholders that: (a) the Bank is a Delaware banking corporation duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) the Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the valid and legally binding agreement of the Bank enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (d) the execution, delivery and performance of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank and does not require any approval of stockholders of the Bank and such execution, delivery and performance will not (i) violate the charter or bylaws of the Bank, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, of any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States or the State of Delaware, as the case may be, governing the banking banking, trust or trust general powers of the Bank or of the State of Delaware or any order, judgment or decree applicable to the Bank; (e) neither the authorization, execution or delivery by the Bank of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with with, or the taking of any other action with respect to any governmental authority or agency under under, any existing federal law governing the banking, trust or trust general powers of the Bank, as the case may be, under the laws of the United States or the State of Delaware; (f) there are no proceedings pending or, to the best of the Bank's knowledge, threatened against or affecting the Property Trustee or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Bank to enter into or perform its obligations as one of the Trustees under this Trust Agreement.

Representations and Warranties of the Bank. (a) The Bank hereby represents and warrants for to the benefit Trust as of the Depositor date hereof and the Securityholders thatas of Closing Date as follows: (ai) the The Bank is a Delaware national banking corporation association duly organized, validly existing and in good standing under the laws of the State of Delaware; (b) United States, with full corporate power and authority to own its assets and conduct its business, and the Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby, including, but not limited to, the power and authority to convey, assign and transfer the Contributed Assets in accordance with this Agreement; (cii) this Trust Agreement has been duly authorized, executed and delivered by Assuming the Bank and, assuming due authorization, execution and delivery of this Agreement by the other parties theretoTrust, constitutes this Agreement and all of the valid and legally binding agreement obligations of the Bank hereunder are the legal, valid and binding obligations of the Bank, enforceable against it the Bank in accordance with its termsthe terms of this Agreement, subject to except as such enforcement may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, reorganization moratorium and or other similar laws affecting the enforcement of general applicability relating to or affecting creditors' rights generally, and to by general principles of equity principles(regardless of whether such enforceability is considered in a proceeding in equity or at law); (diii) the execution, The execution and delivery and performance of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank and does the performance of its obligations hereunder will not require conflict with any approval provision of stockholders any law or regulation to which the Bank is subject, or conflict with, result in a breach of or constitute a default under any of the Bank and such executionterms, delivery and performance will not (i) violate the charter conditions or bylaws provisions of any of the Bank, (ii) violate 's organizational documents or any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States governing the banking or trust powers of the Bank or of the State of Delaware or any order, judgment order or decree applicable to the Bank; (e) neither , or result in the authorization, execution creation or delivery by the Bank imposition of this Trust Agreement nor the consummation of any lien on any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, or trust powers of the Bank, as the case may be, under the laws of the United States or the State of Delaware; (f) there are no proceedings pending or, to the best the Bank's knowledgeassets or property, threatened against or affecting the Property Trustee or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, each case which would materially and adversely affect the Trust or would question the right, power and authority ability of the Bank to enter into carry out the transactions contemplated by this Agreement; (iv) There is no action, suit, proceeding or perform its obligations as one investigation pending or, to the knowledge of the Trustees Bank, threatened against the Bank in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the value of the Contributed Assets or the ability of the Bank to carry out the transactions contemplated by this Agreement; (v) The Bank is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Bank or its properties or might have consequences that would materially and adversely affect its performance hereunder; (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Bank of or compliance by the Bank with this Agreement or the consummation of the transactions contemplated by this Agreement, other than those which have been obtained by the Bank; (vii) The Bank is acquiring the Shares for its own account, for investment and not with a view to the sale or distribution thereof or with any present intention of selling or distributing any thereof, except in conformity with the Securities Act of 1933, as amended (the "Securities Act"). The Bank understands and acknowledges that the Shares are not registered under this the Securities Act and will not be transferable except (i) pursuant to an effective registration statement under the Securities Act, (ii) pursuant to Rule 144 or any successor rule under the Securities Act, (iii) pursuant to a no-action letter issued by the Securities and Exchange Commission to the effect that a proposed transfer of the Shares may be made without registration under the Securities Act or (iv) pursuant to an opinion of counsel for or reasonably acceptable to the Trust Agreementto the effect that the proposed transfer is exempt from registration or qualification under the Securities Act and relevant state securities laws; and (viii) The transfer, assignment and conveyance of the Contributed Assets by the Bank to the Trust is not subject to bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction. (b) The Bank hereby represents and warrants with respect to each Mortgage Loan that, as of the date specified below or, if no such date is specified, as of the Closing Date: (i) the information set forth with respect to the Mortgage Loans is true and correct in all material respects at the date or dates respecting which such information is furnished as specified therein; (ii) the Bank is the sole owner and holder of each Mortgage Loan, free and clear of any and all liens, pledges, charges or security interest of any nature and has full right and authority to transfer and assign the same; (iii) the Bank has not advanced funds, directly or indirectly, for the payment of any amount required by any Mortgage, except for interest accruing from the date of related Mortgage Loan or date of disbursement of any Mortgage Loan proceeds, whichever is later, to the date which precedes by 30 days the first due date under any related Mortgage Loan; (iv) the Bank has no knowledge of any proceeding pending or threatened for the total or partial condemnation of any Mortgaged Property and any Mortgaged Property is undamaged by water, fire, earthquake or earth movement, windstorm,

Representations and Warranties of the Bank. The Bank hereby represents and warrants for the benefit to each Underwriter as of the Depositor date hereof and as of the Securityholders thatClosing Date (unless otherwise specified) as follows: (a) the The Bank is a Delaware national banking corporation duly organized, association validly existing and in good standing under the laws of the State of Delaware; (b) the Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the valid and legally binding agreement of the Bank enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (d) the execution, delivery and performance of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank and does not require any approval of stockholders of the Bank and such execution, delivery and performance will not (i) violate the charter or bylaws of the Bank, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States governing the banking or trust powers of the Bank or of the State of Delaware or any order, judgment or decree applicable to the Bank; (e) neither the authorization, execution or delivery by the Bank of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, or trust powers of the Bank, as the case may be, subsisting under the laws of the United States and has, in all material respects, all power and authority to carry on its business as it is now conducted. The Bank has obtained all necessary licenses, consents, approvals, or order of, or filing with, any United States governmental agency or authority or any United States federal court in each jurisdiction where the State failure to do so would materially and adversely affect the ability of Delaware;the Bank to perform its obligations under the Transaction Documents. (fb) there are no proceedings pending orThe execution, delivery and performance by the Bank of this Agreement and each Transaction Document to which it is a party, the best issuance of the Issued Notes, the sale of the Notes, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Bank's knowledge. Neither the execution and delivery by the Bank of such instruments, threatened against nor the performance by the Bank of the transactions herein or affecting therein contemplated, nor the Property Trustee compliance by the Bank with the provisions hereof or thereof, will (i) contravene or constitute a default under (A) any applicable order, law, rule or regulation, (B) its organizational documents or (C) any material agreement, contract, order or other instrument to which it is a party or its property is subject (other than violations which do not affect the Delaware Trustee in any court legality, validity or before any governmental authority, agency enforceability of such agreements or arbitration board or tribunal which, individually or in the aggregate, would not materially and adversely affect the Trust transactions contemplated by, or would question the rightBank’s ability to perform its obligations under, power the Transaction Documents), or (ii) result in the creation or imposition of any lien, charge or encumbrance upon any of the Bank’s property pursuant to the terms of any such material agreement, contract, order or other instrument. (c) The Bank has duly executed and authority delivered this Agreement and, as of the Closing Date, has duly executed and delivered each Transaction Document to which it is a party. (d) The Bank has authorized the conveyance of the Receivables and the other related property to the Seller. (e) Complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2021, as submitted to enter into or perform its obligations as one the Governors of the Trustees Federal Reserve System by the Bank, are publicly available through xxxxx://xxx.xxxxx.xxx/public/ManageFacsimiles.aspx. Except as set forth in or contemplated in the Preliminary Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since December 31, 2021. (f) Each Transaction Document to which the Bank is a party constitutes a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of national banking associations, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Seller and to general principles of equity. (g) Neither the Seller nor the Issuer is now, and following the issuance of the Issued Notes, neither will be, required to be registered under this Trust Agreementthe Investment Company Act of 1940, as amended (the “1940 Act”), and, although there may be additional exclusions or exemptions available to the Issuer, the Issuer will rely on the exclusion or exemption from the definition of “investment company” under the 1940 Act contained in Section 3(c)(5) of the 0000 Xxx. The Issuer is structured so as not to constitute a “covered fund” as defined in the final regulation issued December 10, 2013, implementing the “Xxxxxxx Rule” (Section 619 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act). (h) As of the Closing Date, the representations and warranties (other than the representations and warranties concerning the characteristics of the Receivables which representations and warranties will be true and correct in all material respects as of the date set forth in the applicable Transaction Documents) of the Bank in the Transaction Documents to which it is a party are true and correct in all material respects. (i) The Bank has provided a written representation to each of the Hired NRSROs (as defined below), which satisfied the requirements of paragraph (a)(3)(iii) of Rule 17g-5 of the Exchange Act (“Rule 17g-5”), as amended (the “17g-5 Representation”). The Bank has complied and caused the Seller to comply, and will continue to comply and to cause the Seller to comply, with the 17g-5 Representation, other than any breach of the 17g-5 Representation (i) that would not have a material adverse effect on the Notes or (ii) arising from a breach by any of the Underwriters of the representation, warranty and covenant set forth in Section 5(h) or Section 5(i) hereof. (j) Neither the Bank nor the Seller has engaged any person to provide third-party “due diligence services” (as defined in Rule 17g-10 under the Exchange Act) relating to the Notes, other than a nationally recognized independent accounting firm acceptable to the Representatives (the “Accounting Firm”). The Depositor obtained a “third-party due diligence report” (as defined in Rule 15Ga-2 under the Exchange Act (“Rule 15Ga-2”)), prepared by the Accounting Firm entitled “Report of Independent Accountants on Applying Agreed-Upon Procedures”, dated April 18, 2022 (the “Accountant’s Due Diligence Report”), and neither the Bank nor the Seller has received any “third-party due diligence report” (as defined in Rule 15Ga-2) other than the Accountant’s Due Diligence Report. (k) The Bank has complied, and is the appropriate entity to comply, with all requirements imposed on the “sponsor of a securitization transaction” in accordance with the final rules contained in Regulation RR, 17 C.F.R. §246.1, et seq. (the “Credit Risk Retention Rules”), in each case directly or (to the extent permitted by the Credit Risk Retention Rules) through a “majority owned affiliate” (as defined in the Credit Risk Retention Rules, a “Majority-Owned Affiliate”). On the Closing Date, the Bank or a Majority-Owned Affiliate of the Bank will retain an “eligible vertical interest” (as defined in the Credit Risk Retention Rules) equal to at least 5% of each class of “ABS interests” (as defined in the Credit Risk Retention Rules) in the Issuer issued as part of the transactions contemplated by the Transaction Documents (such interest, the “Retained Interest”), determined as of the Closing Date. The Preliminary Prospectus contains all of the required disclosures under 17 C.F.R. §246.4(c)(2).

Representations and Warranties of the Bank. The Bank hereby represents and warrants for the benefit to each Underwriter as of the Depositor date hereof and as of the Securityholders thatClosing Date (unless otherwise specified) as follows: (a) the The Bank is a Delaware national banking corporation duly organized, association validly existing and in good standing under the laws of the State of Delaware; (b) the Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the valid and legally binding agreement of the Bank enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (d) the execution, delivery and performance of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank and does not require any approval of stockholders of the Bank and such execution, delivery and performance will not (i) violate the charter or bylaws of the Bank, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States governing the banking or trust powers of the Bank or of the State of Delaware or any order, judgment or decree applicable to the Bank; (e) neither the authorization, execution or delivery by the Bank of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, or trust powers of the Bank, as the case may be, subsisting under the laws of the United States or and has, in all material respects, all power and authority to carry on its business as it is now conducted. The Bank has obtained all necessary licenses and approvals in each jurisdiction where the State failure to do so would materially and adversely affect the ability of Delaware;the Bank to perform its obligations under the Transaction Documents. (fb) there are no proceedings pending orThe execution, delivery and performance by the Bank of this Agreement and each Transaction Document to which it is a party, the best issuance of the Issued Notes, the sale of the Notes, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Bank's knowledge. Neither the execution and delivery by the Bank of such instruments, threatened against nor the performance by the Bank of the transactions herein or affecting therein contemplated, nor the Property Trustee compliance by the Bank with the provisions hereof or thereof, will (i) contravene or constitute a default under (A) any applicable order, law, rule or regulation, (B) its organizational documents or (C) any material agreement, contract, order or other instrument to which it is a party or its property is subject (other than violations which do not affect the Delaware Trustee in any court legality, validity or before any governmental authority, agency enforceability of such agreements or arbitration board or tribunal which, individually or in the aggregate, would not materially and adversely affect the Trust transactions contemplated by, or would question the rightBank’s ability to perform its obligations under, power the Transaction Documents), or (ii) result in the creation or imposition of any lien, charge or encumbrance upon any of the Bank’s property pursuant to the terms of any such material agreement, contract, order or other instrument. (c) The Bank has duly executed and authority delivered this Agreement and, as of the Closing Date, has duly executed and delivered each Transaction Document to which it is a party. (d) The Bank has authorized the conveyance of the Receivables and the other related property to the Seller. (e) Complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2018 and the quarter ended September 30, 2019, as submitted to enter into or perform its obligations as one the Governors of the Trustees Federal Reserve System by the Bank, are publicly available through xxxxx://xxx.xxxxx.xxx/public/ManageFacsimiles.aspx. Except as set forth in or contemplated in the Preliminary Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since September 30, 2019. (f) Each Transaction Document to which the Bank is a party constitutes a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of national banking associations, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Seller and to general principles of equity. (g) Neither the Seller nor the Issuer is now, and following the issuance of the Issued Notes, neither will be, required to be registered under this Trust Agreementthe Investment Company Act of 1940, as amended (the “1940 Act”), and, although there may be additional exclusions or exemptions available to the Issuer, the Issuer will rely on the exclusion or exemption from the definition of “investment company” under the 1940 Act contained in Section 3(c)(5) of the 1940 Act. The Issuer is structured so as not to constitute a “covered fund” as defined in the final regulation issued December 10, 2013, implementing the “Xxxxxxx Rule” (Section 619 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act). (h) As of the Closing Date, the representations and warranties (other than the representations and warranties concerning the characteristics of the Receivables which representations and warranties will be true and correct in all material respects as of the date set forth in the applicable Transaction Documents) of the Bank in the Transaction Documents to which it is a party are true and correct in all material respects. (i) The Bank has provided a written representation to each of the Hired NRSROs (as defined below), which satisfied the requirements of paragraph (a)(3)(iii) of Rule 17g-5 of the Exchange Act (“Rule 17g-5”), as amended (the “17g-5 Representation”). The Bank has complied and caused the Seller to comply, and will continue to comply and to cause the Seller to comply, with the 17g-5 Representation, other than any breach of the 17g-5 Representation (i) that would not have a material adverse effect on the Notes or (ii) arising from a breach by any of the Underwriters of the representation, warranty and covenant set forth in Section 5(g) or Section 5(h) hereof. (j) Neither the Bank nor the Seller has engaged any person to provide third-party “due diligence services” (as defined in Rule 17g-10 under the Exchange Act) relating to the Notes, other than a nationally recognized independent accounting firm acceptable to the Representatives (the “Accounting Firm”). The Depositor obtained a “third-party due diligence report” (as defined in Rule 15Ga-2 under the Exchange Act (“Rule 15Ga-2”)), prepared by the Accounting Firm entitled “Report of Independent Accountants on Applying Agreed-Upon Procedures”, dated January 31, 2020 (the “Accountant’s Due Diligence Report”), and neither the Bank nor the Seller has received any “third-party due diligence report” (as defined in Rule 15Ga-2) other than the Accountant’s Due Diligence Report. (k) The Bank has complied, and is the appropriate entity to comply, with all requirements imposed on the “sponsor of a securitization transaction” in accordance with the final rules contained in Regulation RR, 17 C.F.R. §246.1, et seq. (the “Credit Risk Retention Rules”), in each case directly or (to the extent permitted by the Credit Risk Retention Rules) through a “majority owned affiliate” (as defined in the Credit Risk Retention Rules, a “Majority-Owned Affiliate”). On the Closing Date, the Bank or a Majority-Owned Affiliate of the Bank will retain an “eligible vertical interest” (as defined in the Credit Risk Retention Rules) equal to at least 5% of each class of “ABS interests” (as defined in the Credit Risk Retention Rules) in the Issuer issued as part of the transactions contemplated by the Transaction Documents (such interest, the “Retained Interest”), determined as of the Closing Date. The Preliminary Prospectus contains all of the required disclosures under 17 C.F.R. §246.4(c)(2).

Representations and Warranties of the Bank. The Bank hereby represents and warrants for the benefit of the Depositor and the Securityholders thatas follows: (a) the Bank is a Delaware New York state chartered banking corporation duly organized, validly existing and in good standing under the laws of the State of DelawareNew York; (b) the Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the valid and legally binding agreement of the Bank enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' ’ rights and to general equity principles; (d) the execution, delivery and performance of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank and does not require any approval of stockholders of the Bank and such execution, delivery and performance will not (i) violate the charter or bylaws of the Bank, (ii) violate any provision of, or constitute, with or without notice or lapse of timetime (or both), a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States governing the banking or trust powers of the Bank or of the State of Delaware New York or any order, judgment or decree applicable to the Bank; (e) neither the authorization, execution or delivery by the Bank of this Trust Agreement nor the consummation of any of the transactions by it, the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, or trust powers of the Bank, as the case may be, under the laws of the United States or the State of Delaware;New York; and (f) there are no proceedings pending or, to the best the Bank's ’s knowledge, threatened against or affecting it, the Property Trustee or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Bank to enter into or perform its obligations as one of the Trustees under this Trust Agreement.

Representations and Warranties of the Bank. and the Property Trustee. The Bank and the Property Trustee, each severally on behalf of and as to itself only, as of the date hereof, and each successor Property Trustee at the time of the successor Property Trustee's acceptance of its appointment as Property Trustee hereunder (in the case of a successor Property Trustee, the term "Bank" as used herein shall be deemed to refer to such successor Property Trustee in its separate corporate capacity) hereby represents and warrants (as applicable) for the benefit of the Depositor and the Securityholders that: (a) the Bank is a Delaware banking corporation duly organized, validly existing and in good standing under the laws of the State its jurisdiction of Delawareincorporation; (b) the Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution Property Trustee and delivery by the other parties thereto, constitutes the valid and legally binding agreement of the Bank Property Trustee enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' , rights and to general equity principles; (d) the execution, delivery and performance by the Property Trustee of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank Property Trustee and does not require any approval of stockholders of the Bank and such execution, delivery and performance will shall not (i) violate the Bank's charter or bylaws of the Bank, by-laws; (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or of imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Property Trustee or the Bank is a party or by which it is bound, ; or (iii) violate any law, governmental rule or regulation of the United States or its jurisdiction of incorporation, as the case may be, governing the banking or trust powers of the Bank or of the State of Delaware Property Trustee (as appropriate in context) or any order, judgment or decree applicable to the Property Trustee or the Bank; (e) neither the authorization, execution or delivery by the Bank Property Trustee of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal Federal law governing the banking, banking or trust powers of the BankBank or the Property Trustee, as the case may be, under the laws of the United States or the State its jurisdiction of Delaware;incorporation; and (f) there are no proceedings pending or, to the best of the BankProperty Trustee's knowledge, threatened against or affecting the Property Trustee Bank or the Delaware Property Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Bank Property Trustee to enter into or perform its obligations as one of the Trustees under this Trust Agreement; and (g) the Property Trustee is a Person eligible pursuant to the Trust Indenture Act to act as such and has a combined capital and surplus of at least $50,000.000.

Representations and Warranties of the Bank. (a) The Bank hereby represents and warrants for to the benefit Depositor that as of the Depositor and the Securityholders Closing Date or any Transfer Date that: (ai) the The Bank is a Delaware banking corporation federal savings bank duly organized, validly existing and in good standing under the laws of the State United States of Delaware; (b) the Bank America and has full corporate powerpower and authority to own its property, authority to carry on its business as presently conducted, and legal right to execute, deliver enter into and perform its obligations under this Trust Agreement; (ii) the execution and delivery by the Bank of this Agreement and has taken have been duly authorized by all necessary action to authorize on the part of the Bank; neither the execution and delivery of this Agreement, nor the consummation of the transactions herein contemplated, nor compliance with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Bank or its properties or the charter or bylaws of the Bank; (iii) the execution, delivery and performance by it the Bank of this Trust AgreementAgreement and the consummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (civ) this Trust Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery by the other parties theretoDepositor, constitutes the a valid and legally binding agreement obligation of the Bank enforceable against it in accordance with its terms, terms except as such enforceability may be subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium (A) applicable bankruptcy and insolvency laws and other similar laws affecting the enforcement of the rights of creditors generally, (B) general applicability relating to principles of equity regardless of whether such enforcement is considered in a proceeding in equity or affecting creditors' rights at law and to general equity principles; (dC) the executionany notice, delivery and order, directive or similar action by a federal banking regulatory authority that prohibits or enjoins performance of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank and does not require any approval of stockholders of the Bank and such execution, delivery and performance will not (i) violate the charter or bylaws of the Bank, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States governing the banking or trust powers of the Bank or of the State of Delaware or any order, judgment or decree applicable to the Bank;; and (e) neither the authorization, execution or delivery by the Bank of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, or trust powers of the Bank, as the case may be, under the laws of the United States or the State of Delaware; (fv) there are no actions, suits or proceedings pending or, to the best knowledge of the Bank's knowledge, threatened or likely to be asserted against or affecting the Property Trustee Bank, before or by any court, administrative agency, arbitrator or governmental body (A) with respect to any of the Delaware Trustee in transactions contemplated by this Agreement or (B) with respect to any court or before any governmental authority, agency or arbitration board or tribunal which, individually or other matter which in the aggregate, would judgment of the Bank will be determined adversely to the Bank and will if determined adversely to the Bank materially and adversely affect it or its business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations under this Agreement. (b) The representations and warranties of each Transferor with respect to the Trust Transferred Mortgage Loans in the related Transfer Agreement were made as of the date of transfer under such Transfer Agreement. To the extent that any fact, condition or would question event with respect to a Transferred Mortgage Loan constitutes a breach of both (i) a representation or warranty of the right, power Transferor under the related Transfer Agreement and authority (ii) a representation or warranty of the Bank under this Agreement, the only right or remedy of the Depositor shall be the right to enter into enforce the obligations of the Transferor under any applicable representation or perform warranty made by it. The Depositor acknowledges and agrees that the representations and warranties of the Bank in this Section 1.04(b) are applicable only to facts, conditions or events that do not constitute a breach of any representation or warranty made by the Transferor in the related Transfer Agreement. The Bank shall have no obligation or liability with respect to any breach of a representation or warranty made by it with respect to the Transferred Mortgage Loans if the fact, condition or event constituting such breach also constitutes a breach of a representation or warranty made by a Transferor in the related Transfer Agreement, without regard to whether the Transferor fulfills its contractual obligations in respect of such representation or warranty; provided, however, that if the Transferor fulfills its obligations as one under the provisions of the Trustees under related Transfer Agreement by substituting for the affected Transferred Mortgage Loan a mortgage loan which is not a Qualifying Substitute Mortgage Loan, the Bank shall, in exchange for such substitute mortgage loan, provide the Depositor (a) with the applicable Purchase Price for the affected Transferred Mortgage Loan or (b) within the two year period following the Closing Date or the applicable Transfer Date, with a Qualified Substitute Mortgage Loan for such affected Transferred Mortgage Loan. Subject to the foregoing, the Bank represents and warrants upon delivery of the Transferred Mortgage Loans to the Depositor hereunder and as of any transfer Date, as to each, that: (i) The information set forth with respect to the Transferred Mortgage Loans on the Mortgage Loan Schedule provides an accurate listing of the Transferred Mortgage Loans, and the information with respect to each Transferred Mortgage Loan on the Mortgage Loan Schedule is true and correct in all material respects at the date or dates respecting which such information is given; (ii) There are no defaults (other than delinquency in payment) in complying with the terms of any Mortgage, and the Bank has no notice as to any taxes, governmental assessments, insurance premiums, water, sewer and municipal charges, leasehold payments or ground rents which previously became due and owing but which have not been paid; (iii) Except in the case of Cooperative Loans, each Mortgage requires all buildings or other improvements on the related Mortgaged Property to be insured by a generally acceptable insurer against loss by fire, hazards of extended coverage and such other hazards as are customary in the area where the related Mortgaged Property is located pursuant to insurance policies conforming to the requirements of the guidelines of FNMA or FHLMC. If upon origination of the Transferred Mortgage Loan, the Mortgaged Property was in an area identified in the Federal Register by the Federal Emergency Management Agency as having special flood hazards (and such flood insurance has been made available) a flood insurance policy meeting the requirements of the current guidelines of the Federal Flood Insurance Administration is in effect which policy conforms to the requirements of the current guidelines of the Federal Flood Insurance Administration. Each Mortgage obligates the related Mortgagor thereunder to maintain the hazard insurance policy at the Mortgagor's cost and expense, and on the Mortgagor's failure to do so, authorizes the holder of the Mortgage to obtain and maintain such insurance at such Mortgagor's cost and expense, and to seek reimbursement therefor from the Mortgagor. Where required by state law or regulation, each Mortgagor has been given an opportunity to choose the carrier of the required hazard insurance, provided the policy is not a "master" or "blanket" hazard insurance policy covering the common facilities of a planned unit development. The hazard insurance policy is the valid and binding obligation of the insurer, is in full force and effect, and will be in full force and effect and inure to the benefit of the Depositor upon the consummation of the transactions contemplated by this Trust Agreement.

Representations and Warranties of the Bank. The Bank hereby represents and warrants for the benefit to each Underwriter as of the Depositor date hereof and as of the Securityholders thatClosing Date (unless otherwise specified) as follows: (a) the The Bank is a Delaware national banking corporation duly organized, association validly existing and in good standing under the laws of the State of Delaware; (b) the Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the valid and legally binding agreement of the Bank enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (d) the execution, delivery and performance of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank and does not require any approval of stockholders of the Bank and such execution, delivery and performance will not (i) violate the charter or bylaws of the Bank, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States governing the banking or trust powers of the Bank or of the State of Delaware or any order, judgment or decree applicable to the Bank; (e) neither the authorization, execution or delivery by the Bank of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, or trust powers of the Bank, as the case may be, subsisting under the laws of the United States or and has, in all material respects, all power and authority to carry on its business as it is now conducted. The Bank has obtained all necessary licenses and approvals in each jurisdiction where the State failure to do so would materially and adversely affect the ability of Delaware;the Bank to perform its obligations under the Transaction Documents. (fb) there are no proceedings pending orThe execution, delivery and performance by the Bank of this Agreement and each Transaction Document to which it is a party, the best issuance of the Issued Notes, the sale of the Notes, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Bank's knowledge. Neither the execution and delivery by the Bank of such instruments, threatened against nor the performance by the Bank of the transactions herein or affecting therein contemplated, nor the Property Trustee compliance by the Bank with the provisions hereof or thereof, will (i) contravene or constitute a default under (A) any applicable order, law, rule or regulation, (B) its organizational documents or (C) any material agreement, contract, order or other instrument to which it is a party or its property is subject (other than violations which do not affect the Delaware Trustee in any court legality, validity or before any governmental authority, agency enforceability of such agreements or arbitration board or tribunal which, individually or in the aggregate, would not materially and adversely affect the Trust transactions contemplated by, or would question the rightBank’s ability to perform its obligations under, power the Transaction Documents), or (ii) result in the creation or imposition of any lien, charge or encumbrance upon any of the Bank’s property pursuant to the terms of any such material agreement, contract, order or other instrument. (c) The Bank has duly executed and authority delivered this Agreement and, as of the Closing Date, has duly executed and delivered each Transaction Document to which it is a party. (d) The Bank has authorized the conveyance of the Receivables and the other related property to the Seller. (e) Complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2018 and the quarter ended March 31, 2019, as submitted to enter into or perform its obligations as one the Governors of the Trustees Federal Reserve System by the Bank, are publicly available through xxxxx://xxx.xxxxx.xxx/public/ManageFacsimiles.aspx. Except as set forth in or contemplated in the Preliminary Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since March 31, 2019. (f) Each Transaction Document to which the Bank is a party constitutes a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of national banking associations, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Seller and to general principles of equity. (g) Neither the Seller nor the Issuer is now, and following the issuance of the Issued Notes, neither will be, required to be registered under this Trust Agreementthe Investment Company Act of 1940, as amended (the “1940 Act”), and, although there may be additional exclusions or exemptions available to the Issuer, the Issuer will rely on the exclusion or exemption from the definition of “investment company” under the 1940 Act contained in Section 3(c)(5) of the 1940 Act. The Issuer is structured so as not to constitute a “covered fund” as defined in the final regulation issued December 10, 2013, implementing the “Xxxxxxx Rule” (Section 619 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act). (h) As of the Closing Date, the representations and warranties (other than the representations and warranties concerning the characteristics of the Receivables which representations and warranties will be true and correct in all material respects as of the date set forth in the applicable Transaction Documents) of the Bank in the Transaction Documents to which it is a party are true and correct in all material respects. (i) The Bank has provided a written representation to each of the Hired NRSROs (as defined below), which satisfied the requirements of paragraph (a)(3)(iii) of Rule 17g-5 of the Exchange Act (“Rule 17g-5”), as amended (the “17g-5 Representation”). The Bank has complied and caused the Seller to comply, and will continue to comply and to cause the Seller to comply, with the 17g-5 Representation, other than any breach of the 17g-5 Representation (i) that would not have a material adverse effect on the Notes or (ii) arising from a breach by any of the Underwriters of the representation, warranty and covenant set forth in Section 5(g) or Section 5(h) hereof. (j) Neither the Bank nor the Seller has engaged any person to provide third-party “due diligence services” (as defined in Rule 17g-10 under the Exchange Act) relating to the Notes, other than a nationally recognized independent accounting firm acceptable to the Representatives (the “Accounting Firm”). The Depositor obtained a “third-party due diligence report” (as defined in Rule 15Ga-2 under the Exchange Act (“Rule 15Ga-2”)), prepared by the Accounting Firm entitled “Report of Independent Accountants on Applying Agreed-Upon Procedures”, dated May 10, 2019 (the “Accountant’s Due Diligence Report”), and neither the Bank nor the Seller has received any “third-party due diligence report” (as defined in Rule 15Ga-2) other than the Accountant’s Due Diligence Report. (k) The Bank has complied, and is the appropriate entity to comply, with all requirements imposed on the “sponsor of a securitization transaction” in accordance with the final rules contained in Regulation RR, 17 C.F.R. §246.1, et seq. (the “Credit Risk Retention Rules”), in each case directly or (to the extent permitted by the Credit Risk Retention Rules) through a “majority owned affiliate” (as defined in the Credit Risk Retention Rules, a “Majority-Owned Affiliate”). On the Closing Date, the Bank or a Majority-Owned Affiliate of the Bank will retain an “eligible vertical interest” (as defined in the Credit Risk Retention Rules) equal to at least 5% of each class of “ABS interests” (as defined in the Credit Risk Retention Rules) in the Issuer issued as part of the transactions contemplated by the Transaction Documents (such interest, the “Retained Interest”), determined as of the Closing Date. The Preliminary Prospectus contains all of the required disclosures under 17 C.F.R. §246.4(c)(2).

Representations and Warranties of the Bank. The Bank hereby represents and warrants for the benefit to each Underwriter as of the Depositor date hereof and as of the Securityholders thatClosing Date (unless otherwise specified) as follows: (a) the The Bank is a Delaware national banking corporation duly organized, association validly existing and in good standing under the laws of the State of Delaware; (b) the Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the valid and legally binding agreement of the Bank enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (d) the execution, delivery and performance of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank and does not require any approval of stockholders of the Bank and such execution, delivery and performance will not (i) violate the charter or bylaws of the Bank, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States governing the banking or trust powers of the Bank or of the State of Delaware or any order, judgment or decree applicable to the Bank; (e) neither the authorization, execution or delivery by the Bank of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, or trust powers of the Bank, as the case may be, subsisting under the laws of the United States or and has, in all material respects, all power and authority to carry on its business as it is now conducted. The Bank has obtained all necessary licenses and approvals in each jurisdiction where the State failure to do so would materially and adversely affect the ability of Delaware;the Bank to perform its obligations under the Transaction Documents. (fb) there are no proceedings pending orThe execution, delivery and performance by the Bank of this Agreement and each Transaction Document to which it is a party, the best issuance of the Issued Notes, the sale of the Notes, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Bank's knowledge. Neither the execution and delivery by the Bank of such instruments, threatened against nor the performance by the Bank of the transactions herein or affecting therein contemplated, nor the Property Trustee compliance by the Bank with the provisions hereof or thereof, will (i) contravene or constitute a default under (A) any applicable order, law, rule or regulation, (B) its organizational documents or (C) any material agreement, contract, order or other instrument to which it is a party or its property is subject (other than violations which do not affect the Delaware Trustee in any court legality, validity or before any governmental authority, agency enforceability of such agreements or arbitration board or tribunal which, individually or in the aggregate, would not materially and adversely affect the Trust transactions contemplated by, or would question the rightBank’s ability to perform its obligations under, power the Transaction Documents), or (ii) result in the creation or imposition of any lien, charge or encumbrance upon any of the Bank’s property pursuant to the terms of any such material agreement, contract, order or other instrument. (c) The Bank has duly executed and authority delivered this Agreement and, as of the Closing Date, has duly executed and delivered each Transaction Document to which it is a party. (d) The Bank has authorized the conveyance of the Receivables and the other related property to the Seller. (e) Complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2018 and the quarter ended June 30, 2019, as submitted to enter into or perform its obligations as one the Governors of the Trustees Federal Reserve System by the Bank, are publicly available through xxxxx://xxx.xxxxx.xxx/public/ManageFacsimiles.aspx. Except as set forth in or contemplated in the Preliminary Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since June 30, 2019. (f) Each Transaction Document to which the Bank is a party constitutes a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of national banking associations, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Seller and to general principles of equity. (g) Neither the Seller nor the Issuer is now, and following the issuance of the Issued Notes, neither will be, required to be registered under this Trust Agreementthe Investment Company Act of 1940, as amended (the “1940 Act”), and, although there may be additional exclusions or exemptions available to the Issuer, the Issuer will rely on the exclusion or exemption from the definition of “investment company” under the 1940 Act contained in Section 3(c)(5) of the 1940 Act. The Issuer is structured so as not to constitute a “covered fund” as defined in the final regulation issued December 10, 2013, implementing the “Xxxxxxx Rule” (Section 619 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act). (h) As of the Closing Date, the representations and warranties (other than the representations and warranties concerning the characteristics of the Receivables which representations and warranties will be true and correct in all material respects as of the date set forth in the applicable Transaction Documents) of the Bank in the Transaction Documents to which it is a party are true and correct in all material respects. (i) The Bank has provided a written representation to each of the Hired NRSROs (as defined below), which satisfied the requirements of paragraph (a)(3)(iii) of Rule 17g-5 of the Exchange Act (“Rule 17g-5”), as amended (the “17g-5 Representation”). The Bank has complied and caused the Seller to comply, and will continue to comply and to cause the Seller to comply, with the 17g-5 Representation, other than any breach of the 17g-5 Representation (i) that would not have a material adverse effect on the Notes or (ii) arising from a breach by any of the Underwriters of the representation, warranty and covenant set forth in Section 5(g) or Section 5(h) hereof. (j) Neither the Bank nor the Seller has engaged any person to provide third-party “due diligence services” (as defined in Rule 17g-10 under the Exchange Act) relating to the Notes, other than a nationally recognized independent accounting firm acceptable to the Representatives (the “Accounting Firm”). The Depositor obtained a “third-party due diligence report” (as defined in Rule 15Ga-2 under the Exchange Act (“Rule 15Ga-2”)), prepared by the Accounting Firm entitled “Report of Independent Accountants on Applying Agreed-Upon Procedures”, dated August 29, 2019 (the “Accountant’s Due Diligence Report”), and neither the Bank nor the Seller has received any “third-party due diligence report” (as defined in Rule 15Ga-2) other than the Accountant’s Due Diligence Report. (k) The Bank has complied, and is the appropriate entity to comply, with all requirements imposed on the “sponsor of a securitization transaction” in accordance with the final rules contained in Regulation RR, 17 C.F.R. §246.1, et seq. (the “Credit Risk Retention Rules”), in each case directly or (to the extent permitted by the Credit Risk Retention Rules) through a “majority owned affiliate” (as defined in the Credit Risk Retention Rules, a “Majority-Owned Affiliate”). On the Closing Date, the Bank or a Majority-Owned Affiliate of the Bank will retain an “eligible vertical interest” (as defined in the Credit Risk Retention Rules) equal to at least 5% of each class of “ABS interests” (as defined in the Credit Risk Retention Rules) in the Issuer issued as part of the transactions contemplated by the Transaction Documents (such interest, the “Retained Interest”), determined as of the Closing Date. The Preliminary Prospectus contains all of the required disclosures under 17 C.F.R. §246.4(c)(2).

Representations and Warranties of the Bank. The Bank hereby represents and warrants for to the benefit Adviser and the Fund as follows, on and as of the Depositor and the Securityholders thateffective date hereof: (a) the The Bank is a Delaware national banking corporation duly organized, validly existing and in good standing association formed under the Federal laws of the State United States and is authorized under such laws to transact the business of Delaware;banking. (b) the The Bank has full corporate powerthe power and authority, authority and the legal right right, to execute, deliver and perform its obligations under this Trust Agreement and any other Transaction Document to which it is a party and has taken all necessary action required by applicable Requirements of Law to authorize the execution, delivery and performance by it of this Trust Agreement; (c) Agreement and any other Transaction Document to which it is a party. Except as has been obtained, no consent or authorization of, filing with, or other act by or in respect of, any Government Authority or any other Person is required in connection with the execution, delivery, performance, validity or enforceability by or against the Bank of this Trust Agreement or any other Transaction Document to which it is a party. This Agreement has been been, and each other Transaction Document to which it is a party will be, duly authorized, executed and delivered by on behalf of the Bank. This Agreement constitutes, and each other Transaction Document to which the Bank andis a party, assuming due authorizationwhen executed and delivered, execution and delivery by the other parties theretowill constitute, constitutes the a legal, valid and legally binding agreement obligation of the Bank enforceable against it in accordance with its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or similar laws affecting the enforcement of general applicability relating to or affecting creditors' rights generally and to by general equitable principles (whether enforcement is sought by proceedings in equity principles;or at law). (dc) the The execution, delivery and performance by the Bank of each of this Trust Agreement has been duly authorized by all necessary corporate and any other Transaction Document to which it is a party does not and will not violate any Requirement of Law or other action on the part Contractual Obligation of the Bank and does will not require result in, or require, the creation or imposition of any approval Lien on any of stockholders its property, assets or revenues, except where such violation or Lien would not reasonably be expected to have an Adverse Effect with respect to the Bank. (d) No litigation, proceeding or investigation of or before any arbitrator or Governmental Authority is pending or, to the Bank's knowledge, threatened by or against the Bank and such execution, delivery and performance will not (i) violate asserting the charter invalidity or bylaws unenforceability of the Bankany of this Agreement or any other Transaction Document to which it is a party, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant seeking to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States governing the banking or trust powers of the Bank or of the State of Delaware or any order, judgment or decree applicable to the Bank; (e) neither the authorization, execution or delivery by the Bank of this Trust Agreement nor prevent the consummation of any of the transactions contemplated by the Property Trustee this Agreement or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action Transaction Document to which it is a party or (iii) seeking any determination or ruling that would reasonably be expected to have an Adverse Effect with respect to any governmental authority or agency under any existing federal law governing the banking, or trust powers of the Bank, as the case may be, under the laws of the United States or the State of Delaware;. (fe) there are no proceedings pending or, to To the best of the Bank's knowledge, threatened against no statute, rule, regulation or affecting order has been enacted or deemed applicable by any Government Authority that would make the Property Trustee transactions contemplated by this Agreement or any other Transaction Document to which it is a party illegal or otherwise prevent the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, would materially and adversely affect the Trust or would question the right, power and authority of the Bank to enter into or perform its obligations as one of the Trustees under this Trust Agreementconsummation thereof.

Representations and Warranties of the Bank. The Bank hereby represents and warrants for the benefit to each Underwriter as of the Depositor date hereof and as of the Securityholders thatClosing Date (unless otherwise specified) as follows: (a) the The Bank is a Delaware national banking corporation duly organized, association validly existing and in good standing under the laws of the State of Delaware; (b) the Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Trust Agreement and has taken all necessary action to authorize the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery by the other parties thereto, constitutes the valid and legally binding agreement of the Bank enforceable against it in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (d) the execution, delivery and performance of this Trust Agreement has been duly authorized by all necessary corporate or other action on the part of the Bank and does not require any approval of stockholders of the Bank and such execution, delivery and performance will not (i) violate the charter or bylaws of the Bank, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States governing the banking or trust powers of the Bank or of the State of Delaware or any order, judgment or decree applicable to the Bank; (e) neither the authorization, execution or delivery by the Bank of this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to any governmental authority or agency under any existing federal law governing the banking, or trust powers of the Bank, as the case may be, subsisting under the laws of the United States and has, in all material respects, all power and authority to carry on its business as it is now conducted. The Bank has obtained all necessary licenses, consents, approvals, or order of, or filing with, any United States governmental agency or authority or any United States federal court in each jurisdiction where the State failure to do so would materially and adversely affect the ability of Delaware;the Bank to perform its obligations under the Transaction Documents. (fb) there are no proceedings pending orThe execution, delivery and performance by the Bank of this Agreement and each Transaction Document to which it is a party, the best issuance of the Issued Notes, the sale of the Notes, and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Bank's knowledge. Neither the execution and delivery by the Bank of such instruments, threatened against nor the performance by the Bank of the transactions herein or affecting therein contemplated, nor the Property Trustee compliance by the Bank with the provisions hereof or thereof, will (i) contravene or constitute a default under (A) any applicable order, law, rule or regulation, (B) its organizational documents or (C) any material agreement, contract, order or other instrument to which it is a party or its property is subject (other than violations which do not affect the Delaware Trustee in any court legality, validity or before any governmental authority, agency enforceability of such agreements or arbitration board or tribunal which, individually or in the aggregate, would not materially and adversely affect the Trust transactions contemplated by, or would question the rightBank’s ability to perform its obligations under, power the Transaction Documents), or (ii) result in the creation or imposition of any lien, charge or encumbrance upon any of the Bank’s property pursuant to the terms of any such material agreement, contract, order or other instrument. (c) The Bank has duly executed and authority delivered this Agreement and, as of the Closing Date, has duly executed and delivered each Transaction Document to which it is a party. (d) The Bank has authorized the conveyance of the Receivables and the other related property to the Seller. (e) Complete and correct copies of publicly available portions of the Consolidated Reports of Condition and Income of the Bank for the year ended December 31, 2020 and the quarter ended June 30, 2021, as submitted to enter into or perform its obligations as one the Governors of the Trustees Federal Reserve System by the Bank, are publicly available through xxxxx://xxx.xxxxx.xxx/public/ManageFacsimiles.aspx. Except as set forth in or contemplated in the Preliminary Prospectus, there has been no material adverse change in the condition (financial or otherwise) of the Bank since June 30, 2021. (f) Each Transaction Document to which the Bank is a party constitutes a legal, valid and binding obligation of the Bank, enforceable against the Bank in accordance with its terms, except to the extent that the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights in general and the rights of creditors of national banking associations, as such laws would apply in the event of the insolvency, liquidation or reorganization or other similar occurrence with respect to the Bank or in the event of any moratorium or similar occurrence affecting the Seller and to general principles of equity. (g) Neither the Seller nor the Issuer is now, and following the issuance of the Issued Notes, neither will be, required to be registered under this Trust Agreementthe Investment Company Act of 1940, as amended (the “1940 Act”), and, although there may be additional exclusions or exemptions available to the Issuer, the Issuer will rely on the exclusion or exemption from the definition of “investment company” under the 1940 Act contained in Section 3(c)(5) of the 1940 Act. The Issuer is structured so as not to constitute a “covered fund” as defined in the final regulation issued December 10, 2013, implementing the “Xxxxxxx Rule” (Section 619 of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act). (h) As of the Closing Date, the representations and warranties (other than the representations and warranties concerning the characteristics of the Receivables which representations and warranties will be true and correct in all material respects as of the date set forth in the applicable Transaction Documents) of the Bank in the Transaction Documents to which it is a party are true and correct in all material respects. (i) The Bank has provided a written representation to each of the Hired NRSROs (as defined below), which satisfied the requirements of paragraph (a)(3)(iii) of Rule 17g-5 of the Exchange Act (“Rule 17g-5”), as amended (the “17g-5 Representation”). The Bank has complied and caused the Seller to comply, and will continue to comply and to cause the Seller to comply, with the 17g-5 Representation, other than any breach of the 17g-5 Representation (i) that would not have a material adverse effect on the Notes or (ii) arising from a breach by any of the Underwriters of the representation, warranty and covenant set forth in Section 5(h) or Section 5(i) hereof. (j) Neither the Bank nor the Seller has engaged any person to provide third-party “due diligence services” (as defined in Rule 17g-10 under the Exchange Act) relating to the Notes, other than a nationally recognized independent accounting firm acceptable to the Representatives (the “Accounting Firm”). The Depositor obtained a “third-party due diligence report” (as defined in Rule 15Ga-2 under the Exchange Act (“Rule 15Ga-2”)), prepared by the Accounting Firm entitled “Report of Independent Accountants on Applying Agreed-Upon Procedures”, dated October 7, 2021 (the “Accountant’s Due Diligence Report”), and neither the Bank nor the Seller has received any “third-party due diligence report” (as defined in Rule 15Ga-2) other than the Accountant’s Due Diligence Report. (k) The Bank has complied, and is the appropriate entity to comply, with all requirements imposed on the “sponsor of a securitization transaction” in accordance with the final rules contained in Regulation RR, 17 C.F.R. §246.1, et seq. (the “Credit Risk Retention Rules”), in each case directly or (to the extent permitted by the Credit Risk Retention Rules) through a “majority owned affiliate” (as defined in the Credit Risk Retention Rules, a “Majority-Owned Affiliate”). On the Closing Date, the Bank or a Majority-Owned Affiliate of the Bank will retain an “eligible vertical interest” (as defined in the Credit Risk Retention Rules) equal to at least 5% of each class of “ABS interests” (as defined in the Credit Risk Retention Rules) in the Issuer issued as part of the transactions contemplated by the Transaction Documents (such interest, the “Retained Interest”), determined as of the Closing Date. The Preliminary Prospectus contains all of the required disclosures under 17 C.F.R. §246.4(c)(2).

Representations and Warranties of the Bank. The Bank hereby represents and warrants for the benefit of the Depositor and the Securityholders thatas follows: (a) the Bank is a Delaware banking corporation duly organizedcreated, validly existing and in good standing under the laws of the State of Delaware; (b) Delaware and has the Bank has full corporate power, authority and legal right to execute, deliver and perform its obligations under this Agreement, the Indenture and each of the other Operative Agreements to which the Trust Agreement and has taken all necessary action to authorize is a party; the execution, delivery and performance by it of this Trust Agreement; (c) this Trust Agreement has been duly authorized, executed and delivered by the Bank and, assuming due authorization, execution and delivery by the other parties theretoBank of this Agreement, constitutes and by the valid and legally binding agreement Owner Trustee (on behalf of the Trust) of the Indenture and each of the other Operative Agreements to which it is a party and the performance by the Bank enforceable against it in accordance with or the Owner Trustee, as the case may be, of its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles; (d) the execution, delivery and performance of obligations under this Trust Agreement has have been duly authorized by all necessary corporate or other action on the part of the Bank and, assuming the due authorization, execution and does not require any approval of stockholders of delivery thereof by the Bank other parties thereto, this Agreement constitutes a legal, valid and such execution, delivery and performance will not (i) violate the charter or bylaws of the Bank, (ii) violate any provision of, or constitute, with or without notice or lapse of time, a default under, or result in the creation or imposition of, any Lien on any properties included in the Trust Property pursuant to the provisions of, any indenture, mortgage, credit agreement, license or other agreement or instrument to which the Bank is a party or by which it is bound, or (iii) violate any law, governmental rule or regulation of the United States governing the banking or trust powers binding obligation of the Bank or the Owner Trustee, as the case may be, enforceable against the Bank or the Owner Trustee, as the case may be, in accordance with its terms, except that (a) the enforceability thereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (b) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the State court before which any proceeding therefor may be brought; (b) neither the Bank nor anyone authorized to act on its behalf has offered any interest in and to the Trust for sale to, or solicited any offer to acquire any of Delaware the same from, anyone; (c) the execution and delivery by the Bank of, and the performance by it and the Owner Trustee, as the case may be, of their obligations under this Agreement are not in violation of any indenture, agreement or any orderother instrument, license, judgment or decree order applicable to the Bank; (ed) neither the authorization, execution or and delivery by the Bank of, and its and the Owner Trustee's performance of their obligations under, this Trust Agreement nor the consummation of any of the transactions by the Property Trustee or the Delaware Trustee (as appropriate in context) contemplated herein or therein requires do not require the consent or approval of, the giving of notice to, or the registration with with, or the taking of any other action with respect to to, any governmental authority or agency under any existing federal of the State of Delaware (except as may be required by the Delaware securities law governing or the bankingBusiness Trust Statute or as may be required to enforce the lien of the Indenture); and (e) no litigation is pending or, or trust powers to the best of the Bank's knowledge, threatened against the Bank or the Owner Trustee, as the case may be, under the laws of the United States or the State of Delaware; (f) there are no proceedings pending or, to the best the Bank's knowledge, threatened against or affecting the Property Trustee or the Delaware Trustee in any court or before any governmental authority, agency or arbitration board or tribunal which, individually or in the aggregate, that would materially and adversely affect the Trust execution, delivery or would question enforceability of this Agreement, the rightInvestor Certificates, power and authority the Bonds, the Indenture or any of the other Operative Documents, or the ability of the Bank or the Owner Trustee, as the case may be, to enter into or perform any of its obligations as one of thereunder in accordance with the Trustees under this Trust Agreementterms thereof.