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

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary material licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary action. (d) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary material licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary action. (d) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default Default under, the limited liability company agreement or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default Default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other U.S. federal, state and local income and franchise tax characterization or local tax attributes of the Trust or the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee thatthat as of the date hereof: (a) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary material licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary limited liability company action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary limited liability company action. (d) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation, limited liability company agreement or bylaws by-laws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Depositor’s best knowledge, there are no proceedings enforceable in accordance with its terms, except as enforceability may be subject to or investigations pending or threatened before any courtlimited by bankruptcy, regulatory bodyinsolvency, administrative agency reorganization or other governmental instrumentality having jurisdiction over similar laws affecting the Depositor enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificatesat law).

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ai) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of DelawareCalifornia, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (bii) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications, except where qualifications and in which the failure to be so qualified or to have obtained such licenses or approvals qualify would not have a material adverse effect on the business, properties, assets or condition (financial or other) of the Depositor’s earnings, business affairs or business prospects. (ciii) The Depositor has the power and authority to execute and deliver this Trust Agreement and to carry out its terms; the Depositor has full power and authority to sell convey and assign the property to be sold conveyed and assigned to and deposited with the Trust as part of the Owner Trust Estate and the Depositor has duly authorized such sale conveyance and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Trust Agreement have been duly authorized by the Depositor by all necessary corporate action. (div) The consummation of the transactions contemplated by this Trust Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement articles of incorporation or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (ev) To The Trust is not required to register as an investment company under the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Investment Company Act and is not under the control of a Person required to so register. (vi) The Depositor or its properties: (ihas been a "qualified REIT subsidiary" as defined in Section 856(i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of Code throughout its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificatesexistence.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee thatthat as of the date hereof: (a) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary material licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary limited liability company action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary limited liability company action. (d) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation, limited liability company agreement or bylaws by-laws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Depositor’s best knowledge, there are no proceedings enforceable in accordance with its terms, except as enforceability may be subject to or investigations pending or threatened before any courtlimited by bankruptcy, regulatory bodyinsolvency, administrative agency reorganization or other governmental instrumentality having jurisdiction over similar laws affecting the Depositor enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificatesat law).

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee and the Enhancer that: (a) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently at present conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications, except where qualifications and in which the failure to be so qualified or to have obtained such licenses or approvals qualify would not have a material adverse effect on the Depositor’s earningsbusiness, business affairs properties, assets or business prospectscondition (financial or otherwise) of the Depositor and the ability of the Depositor to perform under this Trust Agreement. (c) The Depositor has the power and authority to execute and deliver this Trust Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Trust Agreement have been duly authorized by the Depositor by all necessary corporate action. (d) The consummation of the transactions contemplated by this Trust Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any material breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a material default under, the limited liability company agreement articles of incorporation or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any material indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ai) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (bii) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications, except where qualifications and in which the failure to be so qualified or to have obtained such licenses or approvals qualify would not have a material adverse effect on the Depositor’s earningsbusiness, business affairs properties, assets or business prospectscondition (financial or other) of the Depositor and the ability of the Depositor to perform under this Trust Agreement. (ciii) The Depositor has the power and authority to execute and deliver this Trust Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Trust Agreement have been duly authorized by the Depositor by all necessary corporate action. (div) The consummation of the transactions contemplated by this Trust Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement articles of incorporation or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ai) The Depositor is has been duly organized and is validly existing as a limited liability company national banking association in good standing under the laws of the State United States of DelawareAmerica, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary material licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (cii) The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust Owner Trustee pursuant to this Agreement and the Deposit and Administration Agreement, on behalf of the Owner Trust, and the Depositor has duly authorized such sale and assignment and deposit to the Trust Owner Trustee, on behalf of the Owner Trust, by all necessary action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary action. (diii) The consummation of the transactions contemplated by this Agreement and the other Basic Documents and the fulfillment of the terms hereof hereof, do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement articles of association or bylaws of the Depositor; (ii) breach, or conflict with or violate breach any of the material terms or provisions of, of or constitute (with or without notice or lapse of time) a default under, under any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents)instrument; or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (eiv) To the Depositor’s best knowledge, there There are no proceedings or investigations pending or or, to the best knowledge of the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency agency, or other tribunal or governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic DocumentsDocuments to which the Depositor is a party, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, to which the Depositor is a party, (iii) seeking any determination or ruling that could reasonably be expected to that, in the reasonable judgment of the Depositor, would materially and adversely affect the performance by the Depositor of its obligations under, or under the validity or enforceability of, this Agreement or any of the other Basic Documents to which the Depositor is a party, or (iv) involving the Depositor and which might seeking any determination or ruling that would materially and adversely affect the federal income tax validity or other federal, state or local tax attributes enforceability of the Trust CertificatesBasic Documents to which the Depositor is a party.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ai) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (bii) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications, except where qualifications and in which the failure to be so qualified or to have obtained such licenses or approvals qualify would not have a material adverse effect on the business, properties, assets or condition (financial or other) of the Depositor’s earnings, business affairs or business prospects. (ciii) The Depositor has the power and authority to execute and deliver this Trust Agreement and to carry out its terms; the Depositor has full power and authority to sell convey and assign the property to be sold conveyed and assigned to and deposited with the Trust as part of the Owner Trust Estate and the Depositor has duly authorized such sale conveyance and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Trust Agreement have been duly authorized by the Depositor by all necessary corporate action. (div) The consummation of the transactions contemplated by this Trust Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement articles of incorporation or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (ev) To The Trust is not required to register as an investment company under the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Investment Company Act and is not under the Depositor or its properties: (i) asserting the invalidity control of this Agreement or any of the other Basic Documents, (ii) seeking a Person required to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificatesso register.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ai) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (bii) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications, except where qualifications and in which the failure to be so qualified or to have obtained such licenses or approvals qualify would not have a material adverse effect on the business, properties, assets or condition (financial or other) of the Depositor’s earnings, business affairs or business prospects. (ciii) The Depositor has the power and authority to execute and deliver this Trust Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Trust Agreement have been duly authorized by the Depositor by all necessary corporate action. (div) The consummation of the transactions contemplated by this Trust Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement articles of incorporation or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ai) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (bii) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications, except where qualifications and in which the failure to be so qualified or to have obtained such licenses or approvals qualify would not have a material adverse effect on the business, properties, assets or condition (financial or other) of the Depositor’s earnings, business affairs or business prospects. (ciii) The Depositor has the power and authority to execute and deliver this Trust Agreement and to carry out its terms; the Depositor has full power and authority to sell convey and assign the property to be sold conveyed and assigned to and deposited with the Trust as part of the Owner Trust Estate and the Depositor has duly authorized such sale conveyance and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Trust Agreement have been duly authorized by the Depositor by all necessary corporate action. (div) The consummation of the transactions contemplated by this Trust Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement articles of incorporation or bylaws by-laws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (ev) To The Trust is not required to register as an investment company under the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Investment Company Act and is not under the Depositor or its properties: (i) asserting the invalidity control of this Agreement or any of the other Basic Documents, (ii) seeking a Person required to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificatesso register.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ai) The the Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of DelawareNevada, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.; (bii) The the Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership failure to so qualify or lease of property to obtain such license or approval would render any Receivable unenforceable that would otherwise be enforceable by the Depositor, the Sub-Servicer or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects.Owner Trustee; (ciii) The the Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has shall have duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary corporate action.; and (div) The the consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement certificate of incorporation or bylaws by-laws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal Federal or state State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications, except where qualifications and in which the failure to be so qualified or to have obtained such licenses or approvals qualify would not have a material adverse effect on the Depositor’s earningsbusiness, business affairs properties, assets or business prospectscondition (financial or other) of the Depositor and the ability of the Depositor to perform under this Trust Agreement. (c) The Depositor has the power and authority to execute and deliver this Trust Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Trust Agreement have been duly authorized by the Depositor by all necessary corporate action. (d) The consummation of the transactions contemplated by this Trust Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any material breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a material default under, the limited liability company agreement articles of incorporation or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any material indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company business trust in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company business trust in good standing, and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; , and the Depositor has full power and authority to sell and assign the property to be sold and assigned to to, and deposited with with, the Trust Trust, and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary corporate action. (d) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of timetime or both) a default under, the limited liability company Certificate of Trust or amended and restated trust agreement or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there There are no proceedings or investigations pending or or, to the Depositor's best knowledge, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificates, (ii) seeking to prevent the issuance of the Trust Notes or the Certificates or the consummation of any of the transactions contemplated by this Agreement Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal Federal income tax attributes or other federalApplicable Tax State franchise or income tax attributes, state or local tax attributes of the Trust CertificatesNotes. (f) The representations and warranties of the Depositor in Section 3.1 of the Purchase Agreement are true and correct.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The the Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of DelawareNevada, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.; (b) The the Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership failure to so qualify or lease of property to obtain such license or approval would render any Receivable unenforceable that would otherwise be enforceable by the Depositor, the Sub-Servicer or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects.Owner Trustee; (c) The the Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has shall have duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary corporate action.; and (d) The the consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement certificate of incorporation or bylaws by-laws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal Federal or state State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ai) The Depositor is has been duly organized and is validly existing as a limited liability company national banking association in good standing under the laws of the State United States of DelawareAmerica, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and has, power, authority and legal right to acquire and own the Receivables. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary material licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (cii) The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust Issuer, and the Depositor has duly authorized such sale and assignment and deposit to the Trust Issuer by all necessary action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary action. (diii) The consummation of the transactions contemplated by this Agreement and the other Basic Documents and the fulfillment of the terms hereof hereof, do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement articles of association or bylaws of the Depositor; (ii) breach, or conflict with or violate breach any of the material terms or provisions of, of or constitute (with or without notice or lapse of time) a default under, under any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents)instrument; or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently at present conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications, except where qualifications and in which the failure to be so qualified or to have obtained such licenses or approvals qualify would not have a material adverse effect on the Depositor’s earningsbusiness, business affairs properties, assets or business prospectscondition (financial or otherwise) of the Depositor and the ability of the Depositor to perform under this Trust Agreement. (c) The Depositor has the power and authority to execute and deliver this Trust Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Trust Agreement have been duly authorized by the Depositor by all necessary corporate action. (d) The consummation of the transactions contemplated by this Trust Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any material breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a material default under, the limited liability company agreement articles of incorporation or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any material indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Owner Trustee and the Insurer that: (ai) The Depositor is duly organized and validly existing as a limited liability company corporation organized and existing and in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedhad at all relevant times, and has, power, authority and legal right to acquire and own the Contracts. (bii) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require requires such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (ciii) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Owner Trustee on behalf of the Trust as part of the Trust Estate and the Depositor has duly authorized such sale and assignment and deposit to with the Owner Trustee on behalf of the Trust by all necessary corporate action; and the . The execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary corporate action. The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the Depositor enforceable against the Depositor in accordance with its terms. (div) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any the breach of any of the terms and provisions of, or nor constitute (with or without notice or lapse of time) a default under, the limited liability company agreement certificate of incorporation or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its the properties of the Depositor pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s knowledge, or any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (ev) To the Depositor’s best knowledge, there There are no proceedings or investigations pending pending, or threatened to the Depositor's best knowledge threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (iA) asserting the invalidity of this Agreement or Agreement, any of the other Basic DocumentsDocuments or the Residual Interest Instruments, (iiB) seeking to prevent the issuance of the Trust Certificates Residual Interest Instruments or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iiiC) seeking any determination or ruling that could reasonably be expected to might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or Agreement, any of the other Basic Documents or the Residual Interest Instruments or (ivD) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust CertificatesResidual Interest Instruments.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The the Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of DelawareNevada, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.; (b) The the Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership failure to so qualify or lease of property to obtain such license or approval would render any Receivable unenforceable that would otherwise be enforceable by the Depositor, the Sub-Servicer or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects.Owner Trustee; (c) The the Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has shall have duly authorized such sale and assignment and deposit to the Trust by all necessary limited liability company action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary limited liability company action.; and (d) The the consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles of organization or limited liability company agreement or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal Federal or state State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee and the Bond Insurer that: (ai) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of DelawareCalifornia, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (bii) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications, except where qualifications and in which the failure to be so qualified or to have obtained such licenses or approvals qualify would not have a material adverse effect on the business, properties, assets or condition (financial or other) of the Depositor’s earnings, business affairs or business prospects. (ciii) The Depositor has the power and authority to execute and deliver this Trust Agreement and to carry out its terms; the Depositor has full power and authority to sell convey and assign the property to be sold conveyed and assigned to and deposited with the Trust as part of the Owner Trust Estate and the Depositor has duly authorized such sale conveyance and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Trust Agreement have been duly authorized by the Depositor by all necessary corporate action. (div) The consummation of the transactions contemplated by this Trust Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement articles of incorporation or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (ev) To The Trust is not required to register as an investment company under the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Investment Company Act and is not under the control of a Person required to so register. (vi) The Depositor or its properties: (ihas been a "qualified REIT subsidiary" as defined in Section 856(i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of Code throughout its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificatesexistence.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary material licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s 's earnings, business affairs or business prospects. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary action. (d) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof hereof, do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Transaction Documents); or (iv) violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s 's earnings, business affairs or business prospects. (e) To the Depositor’s 's best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Transaction Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Transaction Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Transaction Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary material licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary action. (d) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof hereof, do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Transaction Documents); or (iv) violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Transaction Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Transaction Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Transaction Documents or (iv) involving the Depositor and which might materially and adversely affect the U.S. federal income tax or other U.S. federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ai) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (bii) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications, except where qualifications and in which the failure to be so qualified or to have obtained such licenses or approvals qualify would not have a material adverse effect on the business, properties, assets or condition (financial or other) of the Depositor’s earnings, business affairs or business prospects. (ciii) The Depositor has the power and authority to execute and deliver this Trust Agreement and to carry out its terms; the Depositor has full power and authority to sell convey and assign the property to be sold conveyed and assigned to and deposited with the Trust as part of the Owner Trust Estate and the Depositor has duly authorized such sale conveyance and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Trust Agreement have been duly authorized by the Depositor by all necessary corporate action. (div) The consummation of the transactions contemplated by this Trust Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (ev) To The Trust is not required to register as an investment company under the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Investment Company Act and is not under the Depositor or its properties: (i) asserting the invalidity control of this Agreement or any of the other Basic Documents, (ii) seeking a Person required to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificatesso register.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ai) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (bii) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications, except where qualifications and in which the failure to be so qualified or to have obtained such licenses or approvals qualify would not have a material adverse effect on the Depositor’s earningsbusiness, business affairs properties, assets or business prospectscondition (financial or other) of the Depositor and the ability of the Depositor to perform under this Owner Trust Agreement. (ciii) The Depositor has the power and authority to execute and deliver this Owner Trust Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Owner Trust Agreement have been duly authorized by the Depositor by all necessary corporate action. (div) The consummation of the transactions contemplated by this Owner Trust Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement articles of incorporation or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ai) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (bii) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications, except where qualifications and in which the failure to be so qualified or to have obtained such licenses or approvals qualify would not have a material adverse effect on the business, properties, assets or condition (financial or other) of the Depositor’s earnings, business affairs or business prospects. (ciii) The Depositor has the power and authority to execute and deliver this Trust Agreement and to carry out its terms; the Depositor has full power and authority to sell convey and assign the property to be sold conveyed and assigned to and deposited with the Trust as part of the Owner Trust Estate and the Depositor has duly authorized such sale conveyance and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Trust Agreement have been duly authorized by the Depositor by all necessary corporate action. (div) The consummation of the transactions contemplated by this Trust Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or the limited liability company agreement or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (ev) To The Trust is not required to register as an investment company under the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Investment Company Act and is not under the control of a Person required to so register. (vi) The Depositor or its properties: (ihas been a “qualified REIT subsidiary” as defined in Section 856(i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of Code throughout its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificatesexistence.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Owner Trustee and the Insurer that: (ai) The Depositor is duly organized and validly existing as a limited liability company corporation organized and existing and in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedhad at all relevant times, and has, power, authority and legal right to acquire and own the Contracts. (bii) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require requires such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (ciii) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Owner Trustee on behalf of the Trust as part of the Trust Estate and the Depositor has duly authorized such sale and assignment and deposit to with the Owner Trustee on behalf of the Trust by all necessary corporate action; and the . The execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary corporate action. The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the Depositor enforceable against the Depositor in accordance with its terms. (div) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any the breach of any of the terms and provisions of, or nor constitute (with or without notice or lapse of time) a default under, the limited liability company agreement certificate of incorporation or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its the properties of the Depositor pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s knowledge, or any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (ev) To the Depositor’s best knowledge, there There are no proceedings or investigations pending pending, or threatened to the Depositor's best knowledge threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (iA) asserting the invalidity of this Agreement or Agreement, any of the other Basic DocumentsDocuments or the Certificates, (iiB) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iiiC) seeking any determination or ruling that could reasonably be expected to might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or Agreement, any of the other Basic Documents or the Certificates or (ivD) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ai) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (bii) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications, except where qualifications and in which the failure to be so qualified or to have obtained such licenses or approvals qualify would not have a material adverse effect on the business, properties, assets or condition (financial or other) of the Depositor’s earnings, business affairs or business prospects. (ciii) The Depositor has the power and authority to execute and deliver this Trust Agreement and to carry out its terms; the Depositor has full power and authority to sell convey and assign the property to be sold conveyed and assigned to and deposited with the Trust as part of the Owner Trust Estate and the Depositor has duly authorized such sale conveyance and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Trust Agreement have been duly authorized by the Depositor by all necessary corporate action. (div) The consummation of the transactions contemplated by this Trust Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or the limited liability company agreement or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (ev) To The Trust is not required to register as an investment company under the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Investment Company Act and is not under the control of a Person required to so register. (vi) The Depositor or its properties: (ihas been a "qualified REIT subsidiary" as defined in Section 856(i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of Code throughout its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificatesexistence.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary material licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary action. (d) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof hereof, do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Transaction Documents); or (iv) violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Transaction Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Transaction Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Transaction Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ai) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (bii) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications, except where qualifications and in which the failure to be so qualified or to have obtained such licenses or approvals qualify would not have a material adverse effect on the business, properties, assets or condition (financial or other) of the Depositor’s earnings, business affairs or business prospects. (ciii) The Depositor has the power and authority to execute and deliver this Trust Agreement and to carry out its terms; the Depositor has full power and authority to sell convey and assign the property to be sold conveyed and assigned to and deposited with the Trust as part of the Owner Trust Estate and the Depositor has duly authorized such sale conveyance and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Trust Agreement have been duly authorized by the Depositor by all necessary corporate action. (div) The consummation of the transactions contemplated by this Trust Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement articles of incorporation or bylaws by-laws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (ev) To The Trust is not required to register as an investment company under the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Investment Company Act and is not under the Depositor or its properties: (i) asserting the invalidity control of this Agreement or any of the other Basic Documents, (ii) seeking a Person required to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificatesso register.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ai) The the Depositor is duly organized and validly existing as a limited liability company corporation organized and existing and in good standing under the laws of the State of DelawareCalifornia, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.had at all relevant times, and has, power, authority and legal right to acquire and own the Contracts; (bii) The the Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require requires such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects.; (ciii) The the Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned by such Depositor to and deposited with the Owner Trustee on behalf of the Trust as part of the Trust Estate and the Depositor has duly authorized such sale and assignment and deposit to with the Owner Trustee on behalf of the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary corporate action.; (div) The the consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any the breach of any of the terms and provisions of, or nor constitute (with or without notice or lapse of time) a default under, the limited liability company agreement articles of incorporation or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its the properties of the Depositor pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s knowledge, or any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects.; and (ev) To the Depositor’s best knowledge, there are no proceedings or investigations pending pending, or threatened to the Depositor's best knowledge threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: properties (iA) asserting the invalidity of this Agreement or Agreement, any of the other Basic Documents, the Notes or the Trust Certificates, (iiB) seeking to prevent the issuance of the Notes or the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iiiC) seeking any determination or ruling that could reasonably be expected to might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or Agreement, any of the other Basic Documents Documents, the Notes or the Trust Certificates or (ivD) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary material licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary limited liability company action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary limited liability company action. (d) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation, limited liability company agreement or bylaws by-laws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Depositor’s best knowledge, there are no proceedings enforceable in accordance with its terms, except as enforceability may be subject to or investigations pending or threatened before any courtlimited by bankruptcy, regulatory bodyinsolvency, administrative agency reorganization or other governmental instrumentality having jurisdiction over similar laws affecting the Depositor enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificatesat law).

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ai) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (bii) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications, except where qualifications and in which the failure to be so qualified or to have obtained such licenses or approvals qualify would not have a material adverse effect on the Depositor’s earningsbusiness, business affairs properties, assets or business prospectscondition (financial or other) of the Depositor and the ability of the Depositor to perform under this Owner Trust Agreement. (ciii) The Depositor has the power and authority to execute and deliver this Owner Trust Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Owner Trust Agreement have been duly authorized by the Depositor by all necessary corporate action. (div) The consummation of the transactions contemplated by this Owner Trust Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or the limited liability company agreement or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ai) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (bii) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications, except where qualifications and in which the failure to be so qualified or to have obtained such licenses or approvals qualify would not have a material adverse effect on the Depositor’s earningsbusiness, business affairs properties, assets or business prospectscondition (financial or other) of the Depositor and the ability of the Depositor to perform under this Trust Agreement. (ciii) The Depositor has the power and authority to execute and deliver this Trust Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Trust Agreement have been duly authorized by the Depositor by all necessary corporate action. (div) The consummation of the transactions contemplated by this Trust Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement articles of incorporation or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Delaware Trustee solely as to itself that: (a) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary material licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust (or with the Eligible Lender Trustee on behalf of the Trust) and the Depositor has duly authorized such sale and assignment and deposit to the Trust (or to the Eligible Lender Trustee on behalf of the Trust) by all necessary action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary corporate action. (c) This Agreement has been duly executed and delivered by the Depositor and constitutes a legal, valid and binding obligation of the Depositor enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors' rights and subject to general principles of equity. (d) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of timetime or both) a default under, the limited liability company agreement or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee and the Note Insurer that: (a) The Depositor is has been duly organized and is validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require requires such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust Trust, and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary corporate action. (d) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof of this Agreement do not (i) conflict with, result in any breach of any of the terms and provisions of, of or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement certificate of incorporation or bylaws by-laws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Operative Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there There are no proceedings or investigations pending or threatened notice of which has been received in writing before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic DocumentsAgreement, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any Agreement. (f) The representations and warranties of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes in Section 2.01 of the Sale and Servicing Agreement are true and correct. (g) The Trust Certificatesis not required to register as an investment company under the Investment Company Act and is not under the control of a Person required to so register.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee and the Delaware Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; , and the Depositor has full power and authority to sell and assign the property to be sold and assigned to to, and deposited with with, the Trust Trust, and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary actionTrust; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary actionDepositor. (d) This Agreement constitutes a legal, valid, and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation and other similar laws and to general equitable principles. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of timetime or both) a default under, the limited liability company agreement Certificate of Formation or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions ofLimited Liability Company Agreement, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s Depositors knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (ef) To the Depositor’s best knowledge, there There are no proceedings or investigations pending or or, to the Depositor's best knowledge, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificates, (ii) seeking to prevent the issuance of the Trust Notes or the Certificates or the consummation of any of the transactions contemplated by this Agreement Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax attributes, or other federalApplicable Tax State franchise or income tax attributes, state or local tax attributes of the Trust Notes and the Certificates. (g) The representations and warranties of the Depositor in Section 3.1 of the Purchase Agreement are true and correct.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; , and the Depositor has full power and authority to sell and assign the property to be sold and assigned to to, and deposited with with, the Trust Trust, and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary actionTrust; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary actionDepositor. (d) This Agreement constitutes a legal, valid, and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation and other similar laws and to general equitable principles. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of timetime or both) a default under, the limited liability company agreement Certificate of Formation or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions ofLimited Liability Company Agreement, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (ef) To the Depositor’s best knowledge, there There are no proceedings or investigations pending or or, to the Depositor's best knowledge, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or Agreement, the Indenture, any of the other Basic DocumentsDocuments or the Securities, (ii) seeking to prevent the issuance of the Trust Certificates Securities or the consummation of any of the transactions contemplated by this Agreement Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax attributes, or other federalApplicable Tax State franchise or income tax attributes, state or local tax attributes of the Trust CertificatesSecurities. (g) The representations and warranties of the Depositor in Section 3.1 of the Purchase Agreement are true and correct.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications, except where qualifications and in which the failure to be so qualified or to have obtained such licenses or approvals qualify would not have a material adverse effect on the Depositor’s earningsbusiness, business affairs properties, assets or business prospectscondition (financial or otherwise) of the Depositor and the ability of the Depositor to perform under this Agreement. (c) The Depositor has the full power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary corporate action. (d) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, the articles of incorporation or bylaws of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ai) The Depositor is has been duly organized and is validly existing as a limited liability company national banking association in good standing under the laws of the State United States of DelawareAmerica, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and has, power, authority and legal right to acquire and own the Receivables. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary material licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (cii) The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust Issuer, and the Depositor has duly authorized such sale and assignment and deposit to the Trust Issuer by all necessary action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary action. (diii) The consummation of the transactions contemplated by this Agreement and the other Basic Documents and the fulfillment of the terms hereof hereof, do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement articles of association or bylaws of the Depositor; (ii) breach, or conflict with or violate breach any of the material terms or provisions of, of or constitute (with or without notice or lapse of time) a default under, under any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents)instrument; or (iv) nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ai) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (bii) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications, except where qualifications and in which the failure to be so qualified or to have obtained such licenses or approvals qualify would not have a material adverse effect on the business, properties, assets or condition (financial or other) of the Depositor’s earnings, business affairs or business prospects. (ciii) The Depositor has the power and authority to execute and deliver this Trust Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary company action; and the execution, delivery and performance of this Trust Agreement have been duly authorized by the Depositor by all necessary company action. (div) The consummation of the transactions contemplated by this Trust Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability agreement and company agreement or bylaws resolutions of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary material licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary action. (d) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default Default under, the limited liability company agreement or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default Default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other U.S. federal, state or and local income and franchise tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary material licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary action. (d) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other U.S. federal, state or and local income and franchise tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ai) The the Depositor is duly organized and validly existing as a limited liability company corporation organized and existing and in good standing under the laws of the State of DelawareCalifornia, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.had at all relevant times, and has, power, authority and legal right to acquire and own the Contracts; (bii) The the Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require requires such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects.; (ciii) The the Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned by such Depositor to and deposited with the Owner Trustee on behalf of the Trust as part of the Trust Estate and the Depositor has duly authorized such sale and assignment and deposit to with the Owner Trustee on behalf of the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary corporate action.; (div) The the consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any the breach of any of the terms and provisions of, or nor constitute (with or without notice or lapse of time) a default under, the limited liability company agreement articles of incorporation or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its the properties of the Depositor pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s knowledge, or any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects.; and (ev) To the Depositor’s best knowledge, there are no proceedings or investigations pending pending, or threatened to the Depositor's best knowledge threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: properties (iA) asserting the invalidity of this Agreement or Agreement, any of the other Basic DocumentsDocuments or the Trust Certificates, (iiB) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iiiC) seeking any determination or ruling that could reasonably be expected to might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or Agreement, any of the other Basic Documents or the Trust Certificates or (ivD) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ai) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of DelawareCalifornia, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (bii) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications, except where qualifications and in which the failure to be so qualified or to have obtained such licenses or approvals qualify would not have a material adverse effect on the business, properties, assets or condition (financial or other) of the Depositor’s earnings, business affairs or business prospects. (ciii) The Depositor has the power and authority to execute and deliver this Trust Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Trust Agreement have been duly authorized by the Depositor by all necessary corporate action. (div) The consummation of the transactions contemplated by this Trust Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement articles of incorporation or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ai) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (bii) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications, except where qualifications and in which the failure to be so qualified or to have obtained such licenses or approvals qualify would not have a material adverse effect on the Depositor’s earningsbusiness, business affairs properties, assets or business prospectscondition (financial or other) of the Depositor and the ability of the Depositor to perform under this Owner Trust Agreement. (ciii) The Depositor has the power and authority to execute and deliver this Owner Trust Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Owner Trust Agreement have been duly authorized by the Depositor by all necessary corporate action. (div) The consummation of the transactions contemplated by this Owner Trust Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or the limited liability company agreement or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee and the Note Insurer that: (a) The Depositor is duly organized and validly existing as a limited liability company Maryland real estate investment trust in good standing under the laws of the State of DelawareMaryland, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary material licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell transfer and assign the property to be sold transferred and assigned to and deposited with the Trust Issuing Entity and the Depositor has duly authorized such sale transfer and assignment and deposit to the Trust Issuing Entity by all necessary trust action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary trust action. (dc) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement declaration of trust or bylaws by-laws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (ed) To the Depositor’s best knowledge, there There are no proceedings or investigations pending or threatened notice of which has been received in writing before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (ix) asserting the invalidity of this Agreement or any of the other Basic DocumentsAgreement, (iiy) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iiiz) seeking any determination or ruling that could should reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (e) The representations and warranties of the Depositor in Article III of the Sale and Servicing Agreement are true and correct. (f) The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by the application of equitable principles. (g) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of the any federal, state, municipal or other Basic Documents or (iv) involving the Depositor and governmental agency, which default might have consequences that would materially and adversely affect the federal income tax condition (financial or other federal, state otherwise) or local tax attributes operations of the Trust CertificatesDepositor or its properties or might have consequences that would materially and adversely affect its performance hereunder. (h) The Depositor will hold itself out to the public under its own name as a separate and distinct entity from the Issuing Entity and conduct its business so as not to mislead others as to the identity of the Issuing Entity.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Owner Trustee thatand the Delaware Co-trustee that as of the Closing Date: (ai) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of DelawareCalifornia, with corporate power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times and has corporate power, authority and legal right to acquire, own and sell the Receivables. (bii) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except qualifications and where the failure to be so qualified or to have obtained such licenses or approvals would not qualify will have a material adverse effect on the Depositor’s earnings, ability of the Depositor to conduct its business affairs or business prospectsperform its obligations under this Agreement. (ciii) The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; terms and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary corporate action. (div) This Agreement shall constitute a legal, valid and binding obligation of the Depositor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally or by general principles of equity. (v) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement articles of incorporation or bylaws of the Depositor; (ii) breach, Depositor or conflict with or violate breach any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, under any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) , nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its propertiesproperties which breach, exceptdefault, in the case of clauses (ii)conflict, (iii) and (iv), for such breaches, defaults, conflicts, liens lien or violations that violation would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospectsprospects of the Depositor. (evi) To There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or to the Depositor’s best 's knowledge, there are no proceedings threatened, against or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over affecting the Depositor or its propertiesDepositor: (i) asserting the invalidity of this Agreement or any of the other Basic DocumentsAgreement, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic DocumentsAgreement, (iii) seeking any determination or ruling that could reasonably be expected to might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving relating to the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificatesor the Certificate or the Notes.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ai) The Depositor is has been duly organized and is validly existing as a limited liability company national banking association in good standing under the laws of the State United States of DelawareAmerica, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary material licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (cii) The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust Owner Trustee, on behalf of the Owner Trust, and the Depositor has duly authorized such sale and assignment and deposit to the Trust Owner Trustee, on behalf of the Owner Trust, by all necessary action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary action. (diii) The consummation of the transactions contemplated by this Agreement and the other Basic Documents and the fulfillment of the terms hereof hereof, do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement articles of association or bylaws of the Depositor; (ii) breach, or conflict with or violate breach any of the material terms or provisions of, of or constitute (with or without notice or lapse of time) a default under, under any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents)instrument; or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (eiv) To the Depositor’s best knowledge, there There are no proceedings or investigations pending or or, to the best knowledge of the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency agency, or other tribunal or governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic DocumentsDocuments to which the Depositor is a party, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, to which the Depositor is a party, (iii) seeking any determination or ruling that could reasonably be expected to that, in the reasonable judgment of the Depositor, would materially and adversely affect the performance by the Depositor of its obligations under, or under the validity or enforceability of, this Agreement or any of the other Basic Documents to which the Depositor is a party, or (iv) involving the Depositor and which might seeking any determination or ruling that would materially and adversely affect the federal income tax validity or other federal, state or local tax attributes enforceability of the Trust CertificatesBasic Documents to which the Depositor is a party.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ai) The the Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of DelawareNevada, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.; (bii) The the Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership failure to so qualify or lease of property to obtain such license or approval would render any Receivable unenforceable that would otherwise be enforceable by the Depositor, the Sub-Servicer or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects.Owner Trustee; (ciii) The the Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has shall have duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary corporate action.; and (div) The the consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement certificate of incorporation or bylaws by-laws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee (as such and in its individual capacity) that: (a) The the Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.; (b) The the Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require requires such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects.; (c) The the Depositor has the power and authority to execute and deliver this Agreement and each other Transaction Document to which it is a party and to carry out its their respective terms; , and the Depositor has full power and authority to sell and assign the property to be sold and assigned to to, and deposited with with, the Trust and Trust; the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; action and the execution, delivery and performance of this Agreement have and each other Transaction Document to which it is a party has been duly authorized by the Depositor by all necessary action.; (d) The the consummation by the Depositor of the transactions contemplated by this Agreement and each other Transaction Document to which it is a party and the fulfillment of the terms hereof and thereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of timetime or both) a default under, the limited liability company agreement certificate of incorporation or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) bound do not result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Transaction Documents); or (iv) and do not violate any law or, to the best knowledge of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects.; (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened or, to the knowledge of the Depositor, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: properties (i) asserting the invalidity of this Agreement or Agreement, the Indenture, any of the other Basic DocumentsTransaction Documents or the Notes, (ii) seeking to prevent the issuance of the Trust Certificates Notes or the consummation of any of the transactions contemplated by this Agreement Agreement, the Indenture or any of the other Basic Transaction Documents, (iii) seeking any determination or ruling that could reasonably be expected to might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of other Transaction Document to which the other Basic Documents Depositor is a party or (iv) involving the Depositor and which might materially and adversely affect the federal income tax attributes, or other federalApplicable Tax State franchise or income tax attributes, state or local tax attributes of the Trust CertificatesNotes; and (f) the representations and warranties of the Seller in Section 2.2 of the Sale and Allocation Agreement are true and correct.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Owner Trustee thatother parties hereto and for the benefit of the Certificateholders and the Companion Loan Holders that as of the Closing Date: (ai) The the Depositor is a corporation, duly organized and organized, validly existing as a limited liability company and in good standing under the laws of the State of Delaware, with full power and authority to own its properties and property, to conduct carry on its business as such properties are currently owned and such business is presently conducted., to enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto; (bii) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary material licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement by the Depositor have been duly authorized by the Depositor by all necessary action. (d) The corporate action on the part of the Depositor; neither the execution, delivery and performance of this Agreement, nor the consummation of the transactions contemplated by this Agreement and herein contemplated, nor the fulfillment of compliance with the terms hereof do not (i) provisions hereof, will conflict with, with or result in any a breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default underunder (A) any of the provisions of any law, rule, regulation, judgment, decree or order binding on the limited liability company agreement or bylaws Depositor, (B) the organizational documents of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with C) the terms of any indenture or without notice or lapse of time) a default under, any indenture, other agreement or other instrument to which the Depositor is a party or by which it is bound; bound or any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it; (iii) result in the creation execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated hereby and thereby do not require the consent or imposition approval of, the giving of notice to, the registration with, or the taking of any Lien upon other action in respect of, any of its properties pursuant state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or date hereof; (iv) violate any law this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); (v) there are no actions, suits or proceedings pending or, to the best of the Depositor’s knowledge, any order, rule threatened or regulation applicable likely to the Depositor of any court be asserted against or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on affecting the Depositor’s earnings, business affairs before or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before by any court, regulatory bodyadministrative agency, administrative agency arbitrator or other governmental instrumentality having jurisdiction over the Depositor or its properties: body (iA) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking with respect to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the other Basic DocumentsDepositor will be determined adversely to the Depositor and will, if determined adversely to the Depositor, materially and adversely affect its ability to perform its obligations under this Agreement; (iiivi) seeking the Depositor is not in default with respect to any determination order or ruling that could reasonably be expected to decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default would materially and adversely affect the performance by ability of the Depositor of to perform its obligations underhereunder; (vii) other than the actions taken pursuant to this Agreement, the Depositor has taken no action to impair or encumber the validity title to the Whole Loan or enforceability ofto subject it to any offsets, this Agreement defenses or any counterclaims during the Depositor’s ownership thereof; (viii) the Depositor is not accounting for the transfer of the other Basic Documents or (iv) involving Trust Loan as a financing of the Trust Loan under generally accepted accounting principles, and the Depositor and which might materially and adversely affect will not treat the Trust Loan as an asset of the Depositor for federal income tax purposes; (ix) the Depositor is not, and, after giving effect to the transfers contemplated under this Agreement, will not be, insolvent; and (x) the Depositor has not transferred the Trust Loan with an intent to hinder, delay or defraud its creditors. (b) The representations and warranties of the Depositor set forth in this Section 2.7 shall survive until termination of this Agreement, and shall inure to the benefit of the Certificateholders, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer and the Companion Loan Holders. (c) Neither the Depositor nor any of its Affiliates shall insure or guarantee distributions on the Certificates. Subject to Section 2.7(a) and (b), neither the Certificateholders nor the Trustee or the Certificate Administrator on their behalf shall have any rights or remedies against the Depositor for any losses or other federal, state claims in connection with the Certificates or local tax attributes of the Trust CertificatesLoan except as expressly set forth herein.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The the Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of DelawareNevada, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.; (b) The the Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership failure to so qualify or lease of property to obtain such license or approval would render any Receivable unenforceable that would otherwise be enforceable by the Depositor, the Sub-Servicer or the conduct Owner Trustee; Table of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects.Contents (c) The the Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has shall have duly authorized such sale and assignment and deposit to the Trust by all necessary limited liability company action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary limited liability company action.; and (d) The the consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles of organization or limited liability company agreement or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal Federal or state State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary material licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s 's earnings, business affairs or business prospects. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary action. (d) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof hereof, do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: : (a) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; , and the Depositor has full power and authority to sell and assign the property to be sold and assigned to to, and deposited with with, the Trust Trust, and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary corporate action. (d) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of timetime or both) a default under, the limited liability company agreement articles of incorporation or bylaws by-laws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there There are no proceedings or investigations pending or or, to the Depositor's best knowledge, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificates (ii) seeking to prevent the issuance of the Trust Notes or the Certificates or the consummation of any of the transactions contemplated by this Agreement Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal Federal income tax attributes, or other federalApplicable Tax State franchise or income tax attributes, state or local tax attributes of the Trust CertificatesNotes. (f) The representations and warranties of the Depositor in Section 3.1 of the Purchase Agreement are true and correct.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ai) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (bii) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications, except where qualifications and in which the failure to be so qualified or to have obtained such licenses or approvals qualify would not have a material adverse effect on the business, properties, assets or condition (financial or other) of the Depositor’s earnings, business affairs or business prospects. (ciii) The Depositor has the power and authority to execute and deliver this Trust Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary company action; and the execution, delivery and performance of this Trust Agreement have been duly authorized by the Depositor by all necessary company action. (div) The consummation of the transactions contemplated by this Trust Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability agreement and company agreement or bylaws resolutions of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ai) The Depositor is a federally chartered stock savings bank duly organized and organized, validly existing as a limited liability company and in good standing under the laws of the State of DelawareUnited States, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (bii) The Depositor is duly qualified to do business as a foreign limited liability company and in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications, except where qualifications and in which the failure to be so qualified or to have obtained such licenses or approvals qualify would not have a material adverse effect on the business, properties, assets or condition (financial or other) of the Depositor’s earnings, business affairs or business prospects. (ciii) The Depositor has the power and authority to execute and deliver this Trust Agreement and to carry out its terms; the Depositor has full power and authority to sell convey and assign the property to be sold conveyed and assigned to and deposited with the Trust as part of the Owner Trust Estate and the Depositor has duly authorized such sale conveyance and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Trust Agreement have been duly authorized by the Depositor by all necessary corporate action. (div) The consummation of the transactions contemplated by this Trust Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement articles of incorporation or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ai) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of DelawareCalifornia, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (bii) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications, except where qualifications and in which the failure to be so qualified or to have obtained such licenses or approvals qualify would not have a material adverse effect on the business, properties, assets or condition (financial or other) of the Depositor’s earnings, business affairs or business prospects. (ciii) The Depositor has the power and authority to execute and deliver this Trust Agreement and to carry out its terms; the Depositor has full power and authority to sell convey and assign the property to be sold conveyed and assigned to and deposited with the Trust as part of the Owner Trust Estate and the Depositor has duly authorized such sale conveyance and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Trust Agreement have been duly authorized by the Depositor by all necessary corporate action. (div) The consummation of the transactions contemplated by this Trust Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement articles of incorporation or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (ev) To The Trust is not required to register as an investment company under the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Investment Company Act and is not under the Depositor or its properties: (i) asserting the invalidity control of this Agreement or any of the other Basic Documents, (ii) seeking a Person required to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificatesso register.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee and the Delaware Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company partnership in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company partnership in good standing, and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; , and the Depositor has full power and authority to sell and assign the property to be sold and assigned to to, and deposited with with, the Trust Trust, and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary actionTrust; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary actionDepositor. (d) This Agreement constitutes a legal, valid, and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation and other similar laws and to general equitable principles. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of timetime or both) a default under, the limited liability company agreement Certificate of Limited Partnership or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions ofLimited Partnership Agreement, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s Depositors knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (ef) To the Depositor’s best knowledge, there There are no proceedings or investigations pending or or, to the Depositor's best knowledge, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificates, (ii) seeking to prevent the issuance of the Trust Notes or the Certificates or the consummation of any of the transactions contemplated by this Agreement Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax attributes, or other federalApplicable Tax State franchise or income tax attributes, state or local tax attributes of the Trust Notes and the Certificates. (g) The representations and warranties of the Depositor in Section 3.1 of the Purchase Agreement are true and correct.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business activities shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; , and the Depositor has full power and authority to sell and assign the property to be sold and assigned to to, and deposited with with, the Trust Trust, and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary actionTrust; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary actionDepositor. (d) This Agreement constitutes a legal, valid, and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation and other similar laws and to general equitable principles. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of timetime or both) a default under, the limited liability company agreement Certificate of Formation or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions ofLimited Liability Company Agreement, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (ef) To the Depositor’s best knowledge, there There are no proceedings or investigations pending or or, to the Depositor's best knowledge, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or Agreement, the Indenture, any of the other Basic DocumentsDocuments or the Securities, (ii) seeking to prevent the issuance of the Trust Certificates Securities or the consummation of any of the transactions contemplated by this Agreement Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax attributes, or other federalApplicable Tax State franchise or income tax attributes, state or local tax attributes of the Trust CertificatesSecurities. (g) The representations and warranties of the Depositor in Section 3.1 of the Purchase Agreement are true and correct.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ai) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (bii) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications, except where qualifications and in which the failure to be so qualified or to have obtained such licenses or approvals qualify would not have a material adverse effect on the Depositor’s earningsbusiness, business affairs properties, assets or business prospectscondition (financial or other) of the Depositor and the ability of the Depositor to perform under this Trust Agreement. (ciii) The Depositor has the power and authority to execute and deliver this Trust Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Trust Agreement have been duly authorized by the Depositor by all necessary corporate action.. [NY01:241702.4] 16069-00382 12/19/96 10:59pm 5 (div) The consummation of the transactions contemplated by this Trust Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement articles of incorporation or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents makes the following representations and warrants warranties to the Owner Company, and for the benefit of the Trustee thatand the Certificateholders, on which the Company relies in entering into this Agreement with the Depositor the Trustee relies in accepting the Trust Estate and authenticating the Certificates and the Certificateholders rely in acquiring the Certificates and making Fundings. The Company agrees that any breach by the Depositor of any such representations and warranties shall not limit or excuse the full performance of the Company's obligations hereunder. Unless otherwise indicated, such representations and warranties speak as of the Initial Delivery Date and each Acquisition Date, but such representations and warranties shall survive any subsequent transfer, assignment, contribution or conveyance of the Loan Assets: (a) The Depositor is has been duly organized and is validly existing as a limited liability company in good standing as a corporation under the laws of the State of Delaware, with corporate power and authority to own its properties properties, perform its obligations under the Transaction Documents and to conduct its transact the business as such properties are currently owned and such business in which it is presently conducted. (b) The now engaged or in which it proposes to engage; the Depositor is duly qualified to do business as a foreign limited liability company and is in good standing, and has obtained all necessary material licenses and approvals, standing in all jurisdictions each State in which the ownership or lease of property or the conduct nature of its business shall require such qualificationsrequires it to be so qualified, except where the failure to be so qualified or to have obtained such licenses or approvals qualify would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospectsability of the Depositor to perform its obligations under the Transaction Documents. (cb) The performance of the obligations of the Depositor has the power and authority to execute and deliver under this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust other Transaction Documents and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary action. (d) The consummation of the transactions herein and therein contemplated by this Agreement and the fulfillment of the terms hereof do will not (i) conflict with, with or result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or notice, lapse of time) time or both, a default under, under any indenture, agreement agreement, mortgage, deed of trust or other instrument to which the Depositor is a party or by which it is bound; (iii) , or result in the creation or imposition of any Lien (except the Lien created by the Trust Agreement) upon any of its properties the property or assets of the Depositor pursuant to the terms of any such indenture, mortgage, deed of trust, or other agreement or other instrument (other than pursuant to which the Basic Documents); Depositor is a party or (iv) violate by which the Depositor is bound or to which any law or, to the best of the Depositor’s knowledge's property or assets is subject, nor will such action conflict with or result in any violation of the provisions of the Depositor's certificate of incorporation or bylaws or any statute or any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency authority or other governmental instrumentality agency or body having jurisdiction over the Depositor or any of its properties; and no consent, exceptapproval, in authorization, order, registration or qualification of or with or other action of any court, or any such regulatory authority or other governmental agency or body is required for consummation of the case of clauses (ii)transactions contemplated by this Agreement and the other Transaction Documents except such consents, (iii) approvals and (iv), for authorizations that have been obtained or such breaches, defaults, conflicts, liens registrations or violations qualifications that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospectsbeen made. (ec) To The Transaction Documents have been duly authorized, executed and delivered by the Depositor by all necessary corporate action and constitute valid and legally binding obligations of the Depositor’s best knowledge, there enforceable against the Depositor in accordance with their terms, except that such enforcement may be subject to bankruptcy, insolvency, reorganization and other similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity regardless of whether enforcement is sought in a court of equity or law. (d) There are no proceedings or investigations pending or threatened to which the Depositor is a party pending, or, to the knowledge of the Depositor, threatened, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic DocumentsTransaction Document, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Transaction Documents, or (iii) seeking any determination or ruling that could reasonably be expected to would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the Transactions Documents. (e) All approvals, authorizations, consents, orders or other Basic Documents actions of any Person or of any court, governmental agency or body or official, required in connection with the execution and delivery of this Agreement have been or will be taken or obtained on or prior to the Initial Delivery Date. (ivf) involving The Depositor Address is the principal place of business and chief executive office of the Depositor. (g) All tax returns or extensions required to be filed by the Depositor in any jurisdiction have in fact been filed, and all taxes, assessments, fees and other governmental charges upon the Depositor, or upon any of the respective properties, income or franchises of the Depositor, shown to be due and payable on such returns have been, or will be, paid when due. To the best of the Depositor's knowledge, all such tax returns are true and correct and the Depositor has no knowledge of any proposed additional tax assessment against it in any material amount nor of any basis therefor. The provisions for taxes on the books of the Depositor are in accordance with generally accepted accounting principles. (h) The Depositor (i) is not in violation of any laws, ordinances, governmental rules or regulations to which might it is subject, (ii) has not failed to obtain any licenses, permits, franchises or other governmental authorizations necessary to the ownership of its property or to the conduct of its business, and (iii) is not in violation in any material respect of any term of any agreement, charter instrument, bylaw or instrument to which it is a party or by which it may be bound which violation or failure to obtain would materially and adversely affect the federal income tax or other federal, state or local tax attributes ability of the Trust CertificatesDepositor to perform its obligations under, or the validity or enforceability of, any of the Transaction Documents.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Owner Trust and the Indenture Trustee that: (a) The Depositor is duly organized for the benefit of the Noteholders and validly existing the Insurer that as a limited liability company in good standing of the Closing Date the assignment of the Depositor's rights, but none of its obligations, under the laws Unaffiliated Seller's Agreement is valid, enforceable and effective to permit the Indenture Trustee to enforce the obligations of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedUnaffiliated Seller thereunder. (b) The Depositor It is duly understood and agreed that the representations and warranties set forth in this Section 2.06 shall survive delivery of the Mortgage Files to the Indenture Trustee and shall inure to the benefit of the Trust, the Noteholders and the Insurer notwithstanding any restrictive or qualified to do business as a foreign limited liability company in good standingendorsement or assignment. Upon discovery by any of the Trust, and has obtained all necessary material licenses and approvalsthe Depositor, in all jurisdictions in which the ownership or lease of property Servicer or the conduct Indenture Trustee of its business a breach of any of such representations and warranties which materially and adversely affects the value of any Mortgage Loan or the interests therein of the Noteholders and the Insurer, the party discovering such breach shall require give prompt written notice to the other parties hereto, the Originator and the Insurer and in no event later than two Business Days from the date of such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospectsdiscovery. (c) The Depositor is duly organized, validly existing and in good standing as a corporation under the laws of the state of its incorporation. (d) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell conduct its business as presently conducted by it and assign the property to be sold execute, deliver and assigned perform, and to enter into and deposited with the Trust and the consummate, all transactions contemplated by this Agreement. The Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery hereof by the Trust, the Servicer and the Indenture Trustee, constitutes a legal, valid and binding obligation of the Depositor, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity. (e) The execution and delivery of this Agreement have been duly authorized by the Depositor by all necessary action. (d) The consummation and the performance of and compliance with the transactions contemplated by terms of this Agreement and the fulfillment of the terms hereof do will not (ia) conflict withviolate the Depositor's charter or by-laws or any law, rule, regulation, order, judgment, award, administrative interpretation, injunction, writ, decree or the like affecting the Depositor or by which the Depositor is bound or (b) result in any a breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement or bylaws of the Depositor; (ii) breach, conflict with or violate under any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement indenture or other instrument material agreement to which the Depositor is a party or by which it the Depositor is bound; (iii) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, which in the case of clauses either clause (ii), a) or (iiib) and (iv), for such breaches, defaults, conflicts, liens or violations that would not will have a material adverse effect on the Depositor’s earnings, business affairs or business prospects's ability to perform its obligations under this Agreement. (ef) To the Depositor’s best knowledge, there There are no actions or proceedings or against, investigations pending or threatened known to it of, the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or tribunal (A) that might prohibit its properties: (i) asserting the invalidity of entering into this Agreement or any of the other Basic DocumentsAgreement, (iiB) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iiiC) seeking any determination that might prohibit or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (g) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Depositor of, or compliance by the Depositor with, this Agreement or any the consummation of the other Basic Documents transactions contemplated by this Agreement, except for such consents, approvals, authorizations or (iv) involving orders, if any, that have been obtained prior to the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust CertificatesClosing Date.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary material licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary action. (d) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the U.S. federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee and the Note Insurer that: (ai) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (bii) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications, except where qualifications and in which the failure to be so qualified or to have obtained such licenses or approvals qualify would not have a material adverse effect on the business, properties, assets or condition (financial or other) of the Depositor’s earnings, business affairs or business prospects. (ciii) The Depositor has the power and authority to execute and deliver this Trust Agreement and to carry out its terms; the Depositor has full power and authority to sell convey and assign the property to be sold conveyed and assigned to and deposited with the Trust as part of the Owner Trust Estate and the Depositor has duly authorized such sale conveyance and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Trust Agreement have been duly authorized by the Depositor by all necessary corporate action. (div) The consummation of the transactions contemplated by this Trust Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement articles of incorporation or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (ev) To The Trust is not required to register as an investment company under the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Investment Company Act and is not under the Depositor or its properties: (i) asserting the invalidity control of this Agreement or any of the other Basic Documents, (ii) seeking a Person required to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificatesso register.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee and the Insurer that: (aA) The Depositor is duly organized and validly existing as a limited liability company corporation organized and existing and in good standing under the laws of the State of DelawareCalifornia, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedhad at all relevant times, and has, power, authority and legal right to acquire and own the Contracts. (bB) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require requires such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (cC) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned by such Depositor to and deposited with the Owner Trustee on behalf of the Trust as part of the Trust Estate and the Depositor has duly authorized such sale and assignment and deposit to with the Owner Trustee on behalf of the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary corporate action. (dD) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any the breach of any of the terms and provisions of, or nor constitute (with or without notice or lapse of time) a default under, the limited liability company agreement articles of incorporation or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its the properties of the Depositor pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s knowledge, or any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (eE) To the Depositor’s best knowledge, there There are no proceedings or investigations pending pending, or threatened to the Depositor's best knowledge threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: properties (iA) asserting the invalidity of this Agreement or Agreement, any of the other Basic DocumentsDocuments or the Trust Certificates, (iiB) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iiiC) seeking any determination or ruling that could reasonably be expected to might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or Agreement, any of the other Basic Documents or the Trust Certificates or (ivD) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Owner Trustee and the Insurer that: (ai) The Depositor is duly organized and validly existing as a limited liability company corporation organized and existing and in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedhad at all relevant times, and has, power, authority and legal right to acquire and own the Contracts. (bii) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require requires such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (ciii) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Owner Trustee on behalf of the Trust as part of the Trust Estate and the Depositor has duly authorized such sale and assignment and deposit to with the Owner Trustee on behalf of the Trust by all necessary corporate action; and the . The execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary corporate action. The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the Depositor enforceable against the Depositor in accordance with its terms. (div) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any the breach of any of the terms and provisions of, or nor constitute (with or without notice or lapse of time) a default under, the limited liability company agreement certificate of incorporation or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien lien upon any of its the properties of the Depositor pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s knowledge, or any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (ev) To the Depositor’s best knowledge, there There are no proceedings or investigations pending pending, or threatened to the Depositor's best knowledge threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (iA) asserting the invalidity of this Agreement or Agreement, any of the other Basic DocumentsDocuments or the Residual Interest Certificate, (iiB) seeking to prevent the issuance of the Trust Certificates Residual Interest Certificate or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iiiC) seeking any determination or ruling that could reasonably be expected to might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or Agreement, any of the other Basic Documents or the Residual Interest Certificate or (ivD) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificatesor the Residual Interest Certificate.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Owner Trustee that: (ai) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of DelawareCalifornia, with corporate power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and has corporate power, authority and legal right to acquire, own and sell property including the Receivables. (bii) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (ciii) The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full corporate power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary corporate action. (div) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement articles of incorporation or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) , nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, indenture agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its propertiesproperties which breach, exceptdefault, in the case of clauses (ii)conflict, (iii) and (iv), for such breaches, defaults, conflicts, liens lien or violations that violation would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospectsprospects of the Depositor. (ev) To There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or to the Depositor’s best 's knowledge, there are no proceedings threatened, against or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over affecting the Depositor or its propertiesDepositor: (i) asserting the invalidity of this Agreement or any of the other Basic DocumentsAgreement, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic DocumentsAgreement, (iii) seeking any determination or ruling that could reasonably be expected to might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving relating to the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificatesor the Certificates or Notes.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ai) The Depositor is duly organized and validly existing as a limited liability company corporation organized and existing and in good standing under the laws of the State of DelawareCalifornia, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedhad at all relevant times, and has, power, authority and legal right to acquire and own the Contracts. (bii) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require requires such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (ciii) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned by such Depositor to and deposited with the Owner Trustee on behalf of the Trust as part of the Trust Estate and the Depositor has duly authorized such sale and assignment and deposit to with the Owner Trustee on behalf of the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary corporate action. (div) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any the breach of any of the terms and provisions of, or nor constitute (with or without notice or lapse of time) a default under, the limited liability company agreement articles of incorporation or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its the properties of the Depositor pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s knowledge, or any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (ev) To the Depositor’s best knowledge, there There are no proceedings or investigations pending pending, or threatened to the Depositor's best knowledge threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: properties (iA) asserting the invalidity of this Agreement or Agreement, any of the other Basic DocumentsDocuments or the Trust Certificates, (iiB) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iiiC) seeking any determination or ruling that could reasonably be expected to might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or Agreement, any of the other Basic Documents or the Trust Certificates or (ivD) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee thatand the Trust Administrator as of the Closing Date, as follows: (a) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedconducted and had at all relevant times, and now has, power, authority and the legal right to acquire and own the Mortgage Loans. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary material licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (c) The Depositor has the power and authority to execute and deliver this any Operative Agreement to which it is a party and to carry out its terms; the Depositor has full power and authority to sell and assign the property Collateral to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement have or any other Operative Agreement to which it is a party has been duly authorized by the Depositor by all necessary actioncorporate action and, assuming the due authorization, execution and delivery of each such agreement by the other parties thereto, each such agreement constitutes a valid and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, except as enforcement thereof may be subject to or limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws relating to or affecting creditors’ rights generally and by general equitable principles. (dc) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof and thereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement certificate of incorporation or bylaws by-laws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic DocumentsOperative Agreements); or (iv) nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (ed) To the Depositor’s best knowledge, there There are no proceedings or investigations investigations, pending or or, to the best knowledge of the Depositor, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of other Operative Agreement to which the other Basic DocumentsDepositor is a party, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of other Operative Agreement to which the other Basic Documents, Depositor is a party or (iii) seeking any determination or ruling that could reasonably be expected to might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving Operative Agreement to which the Depositor is a party. (e) The Depositor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order, or any decree of any court or arbiter, or any order, regulation, or demand of any federal, state, or local governmental or regulatory authority, which might violation is likely to affect materially and adversely affect either the federal income tax ability of the Depositor to perform its obligations under this Agreement or the financial condition of the Depositor. (f) The Depositor has not failed to obtain any consent, approval, authorization, or order of, and has not failed to cause any registration or qualification with, any court or regulatory authority or other federalgovernmental body having jurisdiction over the Depositor, state which consent, approval, authorization, order, registration, or local tax attributes qualification is required for, and the absence of which would materially and adversely affect, the legal and valid execution, delivery, and performance of this Agreement by the Depositor. No consent or approval of any other person or entity is necessary for the Depositor to perform its obligations hereunder or, if any such consent or approval is necessary, such consent or approval has previously been obtained. (g) The representations and warranties of the Trust CertificatesDepositor made pursuant to the Sale and Servicing Agreement are true and correct.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently at present conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications, except where qualifications and in which the failure to be so qualified or to have obtained such licenses or approvals qualify would not have a material adverse effect on the Depositor’s earningsbusiness, business affairs properties, assets or business prospectscondition (financial or otherwise) of the Depositor and the ability of the Depositor to perform under this Trust Agreement. (c) The Depositor has the power and authority to execute and deliver this Trust Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Trust Agreement have been duly authorized by the Depositor by all necessary corporate action. (d) The consummation of the transactions contemplated by this Trust Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any material breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a material default under, the limited liability company agreement or bylaws organizational documents of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any material indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee thatand the Administrator as of the Closing Date, as follows: (a) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedconducted and had at all relevant times, and now has, power, authority and the legal right to acquire and own the Mortgage Loans. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary material licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (c) The Depositor has the power and authority to execute and deliver this any Operative Agreement to which it is a party and to carry out its terms; the Depositor has full power and authority to sell and assign the property Collateral to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement have or any other Operative Agreement to which it is a party has been duly authorized by the Depositor by all necessary actioncorporate action and, assuming the due authorization, execution and delivery of each such agreement by the other parties thereto, each such agreement constitutes a valid and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, except as enforcement thereof may be subject to or limited by bankruptcy, insolvency, moratorium, reorganization or other similar laws relating to or affecting creditors’ rights generally and by general equitable principles. (dc) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof and thereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement certificate of incorporation or bylaws by-laws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic DocumentsOperative Agreements); or (iv) nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (ed) To the Depositor’s best knowledge, there There are no proceedings or investigations investigations, pending or or, to the best knowledge of the Depositor, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of other Operative Agreement to which the other Basic DocumentsDepositor is a party, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of other Operative Agreement to which the other Basic Documents, Depositor is a party or (iii) seeking any determination or ruling that could reasonably be expected to might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving Operative Agreement to which the Depositor is a party. (e) The Depositor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order, or any decree of any court or arbiter, or any order, regulation, or demand of any federal, state, or local governmental or regulatory authority, which might violation is likely to affect materially and adversely affect either the federal income tax ability of the Depositor to perform its obligations under this Agreement or the financial condition of the Depositor. (f) The Depositor has not failed to obtain any consent, approval, authorization, or order of, and has not failed to cause any registration or qualification with, any court or regulatory authority or other federalgovernmental body having jurisdiction over the Depositor, state which consent, approval, authorization, order, registration, or local tax attributes qualification is required for, and the absence of which would materially and adversely affect, the legal and valid execution, delivery, and performance of this Agreement by the Depositor. No consent or approval of any other person or entity is necessary for the Depositor to perform its obligations hereunder or, if any such consent or approval is necessary, such consent or approval has previously been obtained. (g) The representations and warranties of the Trust CertificatesDepositor made pursuant to the Sale and Servicing Agreement are true and correct.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Owner Trustee and the Insurer that: (ai) The Depositor is duly organized and validly existing as a limited liability company corporation organized and existing and in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedhad at all relevant times, and has, power, authority and legal right to acquire and own the Contracts. (bii) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require requires such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (ciii) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Owner Trustee on behalf of the Trust as part of the Trust Estate and the Depositor has duly authorized such sale and assignment and deposit to with the Owner Trustee on behalf of the Trust by all necessary corporate action; and the . The execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary corporate action. The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the Depositor enforceable against the Depositor in accordance with its terms. (div) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any the breach of any of the terms and provisions of, or nor constitute (with or without notice or lapse of time) a default under, the limited liability company agreement certificate of incorporation or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its the properties of the Depositor pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s knowledge, or any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (ev) To the Depositor’s best knowledge, there There are no proceedings or investigations pending pending, or threatened to the Depositor's best knowledge threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (iA) asserting the invalidity of this Agreement or Agreement, any of the other Basic DocumentsDocuments or the Certificates, (iiB) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iiiC) seeking any determination or ruling that could reasonably be expected to might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or Agreement, any of the other Basic Documents or the Certificates or (ivD) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee and the Enhancer that: (a) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications, except where qualifications and in which the failure to be so qualified or to have obtained such licenses or approvals qualify would not have a material adverse effect on the Depositor’s earningsbusiness, business affairs properties, assets or business prospectscondition (financial or otherwise) of the Depositor and the ability of the Depositor to perform under this Agreement. (c) The Depositor has the full power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary corporate action. (d) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, the articles of incorporation or bylaws of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee and the Delaware Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company partnership in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company partnership in good standing, and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; , and the Depositor has full power and authority to sell and assign the property to be sold and assigned to to, and deposited with with, the Trust Trust, and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary actionTrust; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary actionDepositor. (d) This Agreement constitutes a legal, valid, and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation and other similar laws and to general equitable principles. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of timetime or both) a default under, the limited liability company agreement Certificate of Limited Partnership or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions ofLimited Partnership Agreement, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s Depositors knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (ef) To the Depositor’s best knowledge, there There are no proceedings or investigations pending or or, to the Depositors best knowledge, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificates, (ii) seeking to prevent the issuance of the Trust Notes or the Certificates or the consummation of any of the transactions contemplated by this Agreement Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax attributes, or other federalApplicable Tax State franchise or income tax attributes, state or local tax attributes of the Trust Notes and the Certificates. (g) The representations and warranties of the Depositor in Section 3.1 of the Purchase Agreement are true and correct.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; , and the Depositor has full power and authority to sell and assign the property to be sold and assigned to to, and deposited with with, the Trust Trust, and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary corporate action. (d) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of timetime or both) a default under, the limited liability company agreement articles of incorporation or bylaws by-laws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there There are no proceedings or investigations pending or or, to the Depositor's best knowledge, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificates (ii) seeking to prevent the issuance of the Trust Notes or the Certificates or the consummation of any of the transactions contemplated by this Agreement Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal Federal income tax attributes, or other federalApplicable Tax State franchise or income tax attributes, state or local tax attributes of the Trust CertificatesNotes. (f) The representations and warranties of the Depositor in Section 3.1 of the Purchase Agreement are true and correct.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary material licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary action. (d) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof hereof, do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Transaction Documents); or (iv) violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Transaction Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Transaction Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Transaction Documents or (iv) involving the Depositor and which might materially and adversely affect the U.S. federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee and the Delaware Trustee that: (a) The Depositor is has been duly organized and is validly existing as a limited liability company corporation in good standing under the laws of the State of DelawareCalifornia, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and has, power, authority and legal right to acquire, own and sell the Receivables. (b) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Owner Trustee as part of the Owner Trust Estate and the Depositor has duly authorized such sale and assignment and deposit to the Trust Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary corporate action. (d) This Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable in accordance with its terms, except as such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or in law. (e) The execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or nor constitute (with or without notice or lapse of time) a default under, the limited liability company agreement articles of incorporation or bylaws of the Depositor; (ii) breach, or conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties; which breach, exceptdefault, in the case of clauses (ii)conflict, (iii) and (iv), for such breaches, defaults, conflicts, liens lien or violations that violation would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospectsprospects of the Depositor. (ef) To the Depositor’s best knowledge, there There are no proceedings or investigations pending or threatened or, to the Depositor's knowledge, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic DocumentsAgreement, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.or

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee and the Delaware Trustee that: (a) The Depositor is has been duly organized and is validly existing as a limited liability company corporation in good standing under the laws of the State of DelawareCalifornia, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and has, power, authority and legal right to acquire, own and sell the Receivables. (b) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Owner Trustee as part of the Owner Trust Estate and the Depositor has duly authorized such sale and assignment and deposit to the Trust Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary corporate action. (d) This Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable in accordance with its terms, except as such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or in law. (e) The execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or nor constitute (with or without notice or lapse of time) a default under, the limited liability company agreement articles of incorporation or bylaws of the Depositor; (ii) breach, or conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties; which breach, exceptdefault, in the case of clauses (ii)conflict, (iii) and (iv), for such breaches, defaults, conflicts, liens lien or violations that violation would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospectsprospects of the Depositor. (ef) To the Depositor’s best knowledge, there There are no proceedings or investigations pending or threatened or, to the Depositor's knowledge, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic DocumentsAgreement, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.Agreement. ARTICLE THREE

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee and the Enhancer that: (a) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently at present conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications, except where qualifications and in which the failure to be so qualified or to have obtained such licenses or approvals qualify would not have a material adverse effect on the Depositor’s earningsbusiness, business affairs properties, assets or business prospectscondition (financial or otherwise) of the Depositor and the ability of the Depositor to perform under this Trust Agreement. (c) The Depositor has the power and authority to execute and deliver this Trust Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Trust Agreement have been duly authorized by the Depositor by all necessary corporate action. (d) The consummation of the transactions contemplated by this Trust Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any material breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a material default under, the limited liability company agreement articles of incorporation or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any material indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee and the Delaware Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company partnership in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company partnership in good standing, and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; , and the Depositor has full power and authority to sell and assign the property to be sold and assigned to to, and deposited with with, the Trust Trust, and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary actionTrust; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary actionDepositor. (d) This Agreement constitutes a legal, valid, and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, subject, as to enforceability, to applicable bankruptcy, insolvency, reorganization, conservatorship, receivership, liquidation and other similar laws and to general equitable principles. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of timetime or both) a default under, the limited liability company agreement Certificate of Limited Partnership or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions ofLimited Partnership Agreement, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (ef) To the Depositor’s best knowledge, there There are no proceedings or investigations pending or or, to the Depositor's best knowledge, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificates, (ii) seeking to prevent the issuance of the Trust Notes or the Certificates or the consummation of any of the transactions contemplated by this Agreement Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax attributes, or other federalApplicable Tax State franchise or income tax attributes, state or local tax attributes of the Trust Notes and the Certificates. (g) The representations and warranties of the Depositor in Section 3.1 of the Purchase Agreement are true and correct.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; , and the Depositor has full power and authority to sell and assign the property to be sold and assigned to to, and deposited with with, the Trust Trust, and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary corporate action. (d) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of timetime or both) a default under, the limited liability company agreement articles of incorporation or bylaws by-laws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there There are no proceedings or investigations pending or or, to the Depositor's best knowledge, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificates, (ii) seeking to prevent the issuance of the Trust Notes or the Certificates or the consummation of any of the transactions contemplated by this Agreement Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal Federal income tax attributes, or other federalApplicable Tax State franchise or income tax attributes, state or local tax attributes of the Trust CertificatesNotes. (f) The representations and warranties of the Depositor in Section 3.1 of the Purchase Agreement are true and correct.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary material licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s 's earnings, business affairs or business prospects. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary action. (d) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s 's earnings, business affairs or business prospects. (e) To the Depositor’s 's best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (iA) asserting the invalidity of this Agreement or any of the other Basic Documents, (iiB) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iiiC) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (ivD) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Owner Trustee and the Insurer that: (ai) The Depositor is duly organized and validly existing as a limited liability company corporation organized and existing and in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedhad at all relevant times, and has, power, authority and legal right to acquire and own the Contracts. (bii) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require requires such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (ciii) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Owner Trustee on behalf of the Trust as part of the Trust Estate and the Depositor has duly authorized such sale and assignment and deposit to with the Owner Trustee on behalf of the Trust by all necessary corporate action; and the . The execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary corporate action. The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the Depositor enforceable against the Depositor in accordance with its terms. (div) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any the breach of any of the terms and provisions of, or nor constitute (with or without notice or lapse of time) a default under, the limited liability company agreement certificate of incorporation or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its the properties of the Depositor pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s knowledge, or any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (ev) To the Depositor’s best knowledge, there There are no proceedings or investigations pending pending, or threatened to the Depositor’s best knowledge threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (iA) asserting the invalidity of this Agreement or Agreement, any of the other Basic DocumentsDocuments or the Residual Interest Instruments, (iiB) seeking to prevent the issuance of the Trust Certificates Residual Interest Instruments or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iiiC) seeking any determination or ruling that could reasonably be expected to might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or Agreement, any of the other Basic Documents or the Residual Interest Instruments or (ivD) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust CertificatesResidual Interest Instruments.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee and the Note Insurer that: (a) The Depositor is has been duly organized and is validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require requires such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust Trust, and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary corporate action. (d) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof of this Agreement do not (i) conflict with, result in any breach of any of the terms and provisions of, of or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement certificate of incorporation or bylaws by-laws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Operative Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there There are no proceedings or investigations pending or threatened notice of which has been received in writing before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic DocumentsAgreement, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any Agreement. (f) The representations and warranties of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes in Section 2.01 of the Trust CertificatesSale and Servicing Agreement are true and correct.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ai) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (bii) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications, except where qualifications and in which the failure to be so qualified or to have obtained such licenses or approvals qualify would not have a material adverse effect on the business, properties, assets or condition (financial or other) of the Depositor’s earnings, business affairs or business prospects. (ciii) The Depositor has the power and authority to execute and deliver this Trust Agreement and to carry out its terms; the Depositor has full power and authority to sell convey and assign the property to be sold conveyed and assigned to and deposited with the Trust as part of the Owner Trust Estate and the Depositor has duly authorized such sale conveyance and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Trust Agreement have been duly authorized by the Depositor by all necessary corporate action. (div) The consummation of the transactions contemplated by this Trust Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement articles of incorporation or bylaws by-laws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (ev) To The Trust is not required to register as an investment company under the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Investment Company Act and is not under the Depositor or its properties: (i) asserting the invalidity control of this Agreement or any of the other Basic Documents, (ii) seeking a Person required to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificatesso register.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is has been duly organized and is validly existing as a limited liability company an entity in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire and own the Receivables contemplated to be transferred to the Trust pursuant to the Trust Sale and Servicing Agreement. (b) The Depositor is duly qualified to do business as a foreign limited liability company and, where necessary is in good standingstanding (or is exempt from such requirement), and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require requires such qualifications, except where the failure to be so qualified qualify or to have obtained such obtain licenses or approvals would not have a material adverse effect on its ability to perform its obligations under the Depositor’s earnings, business affairs or business prospectsBasic Documents to which it is a party. (c) The Depositor has the power and authority to execute and deliver this Agreement and Agreement, to carry out its terms; terms and to consummate the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary actiontransactions contemplated herein; and the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein have been duly authorized by the Depositor by all necessary corporate action. (d) The execution of this Agreement and the consummation of the transactions contemplated herein by this Agreement the Depositor and the fulfillment of the terms hereof do of this Agreement by the Depositor shall not (i) conflict with, result in any breach of any of the terms and provisions of, of or constitute (with or without notice or lapse of time) a default under, the certificate of formation or the limited liability company agreement or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement agreement, mortgage, deed of trust or other instrument to which the Depositor is a party or by which it is bound; (iii) , or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement agreement, mortgage, deed of trust or other instrument (other than pursuant to the Basic Documents); , or (iv) violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality Governmental Authority having jurisdiction over the Depositor or any of its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Sponsor, the Custodian and the Indenture Trustee as of the date hereof and as of the Closing Date that: (a) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications, except where qualifications and in which the failure to be so qualified or to have obtained such licenses or approvals qualify would not have a material adverse effect on the Depositor’s earningsbusiness, business affairs properties, assets or business prospectscondition (financial or other) of the Depositor and the ability of the Depositor to perform under this Agreement. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign purchase the property to be sold and assigned to and deposited with purchased from the Trust Sponsor and the Depositor has duly authorized such sale and assignment and deposit to the Trust purchase by all necessary corporate action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary corporate action. (d) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement articles of incorporation or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To The Depositor (A) is a solvent entity and is paying its debts as they become due and (B) after giving effect to the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any transfer of the other Basic DocumentsMortgage Loans, (ii) seeking will be a solvent entity and will have sufficient resources to prevent pay its debts as they become due. It is understood and agreed that the issuance representations, warranties and covenants set forth in this Section 3.05 shall survive delivery of the Trust Certificates or respective Mortgage Files to the consummation of any Custodian on behalf of the transactions contemplated by this Agreement or any Indenture Trustee and shall inure to the benefit of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust CertificatesIndenture Trustee.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary action. (d) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there There are no proceedings or investigations pending or or, to the Depositor's best knowledge, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (iA) asserting the invalidity of this Agreement or any of the other Basic DocumentsAgreement, (iiB) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iiiC) seeking any determination or ruling that could reasonably be expected to might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust CertificatesAgreement.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is has been duly organized and is validly existing as a limited liability company corporation in good standing under the laws of the State of DelawareCalifornia, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and has, power, authority and legal right to acquire, own and sell the Receivables. (b) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Owner Trustee as part of the Owner Trust Estate and the Depositor has duly authorized such sale and assignment and deposit to the Trust Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary corporate action. (d) This Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable in accordance with its terms, except as such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or in law. (e) The execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or nor constitute (with or without notice or lapse of time) a default under, the limited liability company agreement articles of incorporation or bylaws of the Depositor; (ii) breach, or conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties; which breach, exceptdefault, in the case of clauses (ii)conflict, (iii) and (iv), for such breaches, defaults, conflicts, liens lien or violations that violation would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospectsprospects of the Depositor. (ef) To the Depositor’s best knowledge, there There are no proceedings or investigations pending or threatened or, to the Depositor's knowledge, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic DocumentsAgreement, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.Agreement. ARTICLE THREE TRUST CERTIFICATES AND TRANSFER OF INTERESTS

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ai) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (bii) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications, except where qualifications and in which the failure to be so qualified or to have obtained such licenses or approvals qualify would not have a material adverse effect on the Depositor’s earningsbusiness, business affairs properties, assets or business prospectscondition (financial or other) of the Depositor [and the ability of the Depositor to perform under this Trust Agreement]. (ciii) The Depositor has the power and authority to execute and deliver this Trust Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust as part of the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Trust Agreement have been duly authorized by the Depositor by all necessary corporate action. (div) The consummation of the transactions contemplated by this Trust Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement articles of incorporation or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee (as such and in its individual capacity) that: (a) The the Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.; (b) The the Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require requires such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects.; (c) The the Depositor has the power and authority to execute and deliver this Agreement and each other Transaction Document to which it is a party and to carry out its their respective terms; , and the Depositor has full power and authority to sell and assign the property to be sold and assigned to to, and deposited with with, the Trust and Trust; the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; action and the execution, delivery and performance of this Agreement have and each other Transaction Document to which it is a party has been duly authorized by the Depositor by all necessary action.; (d) The the consummation by the Depositor of the transactions contemplated by this Agreement and each other Transaction Document to which it is a party and the fulfillment of the terms hereof and thereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of timetime or both) a default under, the limited liability company agreement certificate of incorporation or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) , do not result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Transaction Documents); or (iv) and do not violate any law or, to the best knowledge of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects.; (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened or, to the knowledge of the Depositor, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: properties (i) asserting the invalidity of this Agreement or Agreement, the Indenture, any of the other Basic DocumentsTransaction Documents or the Notes, (ii) seeking to prevent the issuance of the Trust Certificates Notes or the consummation of any of the transactions contemplated by this Agreement Agreement, the Indenture or any of the other Basic Transaction Documents, (iii) seeking any determination or ruling that could reasonably be expected to might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of other Transaction Document to which the other Basic Documents Depositor is a party or (iv) involving the Depositor and which might materially and adversely affect the federal income tax attributes, or other federalApplicable Tax State franchise or income tax attributes, state or local tax attributes of the Trust CertificatesNotes; and (f) the representations and warranties of the Seller in Section 2.2 of the Sale and Allocation Agreement are true and correct.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Owner Trustee thatand the Delaware Co-trustee that as of the Closing Date: (ai) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of DelawareCalifornia, with corporate power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times and has corporate power, authority and legal right to acquire, own and sell the Receivables. (bii) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except qualifications and where the failure to be so qualified or to have obtained such licenses or approvals would not qualify will have a material adverse effect on the Depositor’s earnings, ability of the Depositor to conduct its business affairs or business prospectsperform its obligations under this Agreement. (ciii) The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; terms and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary corporate action. (div) This Agreement shall constitute a legal, valid and binding obligation of the Depositor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally or by general principles of equity. (v) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement articles of incorporation or bylaws of the Depositor; (ii) breach, Depositor or conflict with or violate breach any of the material terms or provisions of, or constitute of a certificate (with or without notice or lapse of time) a default under, under any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) , nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its propertiesproperties which breach, exceptdefault, in the case of clauses (ii)conflict, (iii) and (iv), for such breaches, defaults, conflicts, liens lien or violations that violation would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospectsprospects of the Depositor. (evi) To There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or to the Depositor’s best 's knowledge, there are no proceedings threatened, against or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over affecting the Depositor or its propertiesDepositor: (i) asserting the invalidity of this Agreement or any of the other Basic DocumentsAgreement, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic DocumentsAgreement, (iii) seeking any determination or ruling that could reasonably be expected to might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving relating to the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificatesor the Certificates or Notes.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ai) The Depositor is duly organized and validly existing as a limited liability company corporation organized and existing and in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business and had at all relevant times, and has, power, authority and legal right to acquire and own the property to be sold and assigned to and deposited with the Owner Trustee on behalf of the Trust as such properties are currently owned and such business is presently conductedpart of the Trust Estate. (bii) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, standing and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require requires such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (ciii) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Owner Trustee on behalf of the Trust as part of the Trust Estate and the Depositor has duly authorized such sale and assignment and deposit to with the Owner Trustee on behalf of the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary corporate action. (div) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or nor constitute (with or without notice or lapse of time) a default under, the limited liability company agreement certificate of incorporation or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its the properties of the Depositor pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Transaction Documents); or (iv) nor violate any law or, to the best of the Depositor’s knowledge, or any order, rule role or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (ev) To All approvals, authorizations, consents, orders or other actions of any person or any governmental entity required in connection with the Depositor’s best knowledge, there execution and delivery of this Agreement and the fulfillment of the terms hereof have been obtained. (vi) There are no proceedings or investigations pending pending, or threatened to the Depositor’s Knowledge, threatened, before any court, regulatory body, administrative agency or other governmental 6 KL2 3304888.6 instrumentality having jurisdiction over the Depositor or its properties: (iA) asserting the invalidity of this Agreement or Agreement, any of the other Basic DocumentsTransaction Documents or the Residual Interest Certificate, (iiB) seeking to prevent the issuance of the Trust Certificates Residual Interest Certificate or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Transaction Documents, (iiiC) seeking any determination or ruling that could reasonably be expected to might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or Agreement, any of the other Basic Transaction Documents or the Residual Interest Certificate or (ivD) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Residual Interest Certificate, or the treatment of the Trust Certificatesfor U.S. federal, state and local income tax purposes.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Owner Trustee thatand the Delaware Co-trustee that as of the Closing Date: (ai) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of DelawareCalifornia, with corporate power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times and has corporate power, authority and legal right to acquire, own and sell the Receivables. (bii) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications, except qualifications and where the failure to be so qualified or to have obtained such licenses or approvals would not qualify will have a material adverse effect on the Depositor’s earnings, ability of the Depositor to conduct its business affairs or business prospectsperform its obligations under this Agreement. (ciii) The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; terms and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary corporate action. (div) This Agreement shall constitute a legal, valid and binding obligation of the Depositor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally or by general principles of equity. (v) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement articles of incorporation or bylaws of the Depositor; (ii) breach, Depositor or conflict with or violate breach any of the material terms or provisions of, or constitute of a certificate (with or without notice or lapse of time) a default under, under any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) , nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its propertiesproperties which breach, exceptdefault, in the case of clauses (ii)conflict, (iii) and (iv), for such breaches, defaults, conflicts, liens lien or violations that violation would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospectsprospects of the Depositor. (evi) To There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or to the Depositor’s best 's knowledge, there are no proceedings threatened, against or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over affecting the Depositor or its propertiesDepositor: (i) asserting the invalidity of this Agreement or any of the other Basic DocumentsAgreement, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic DocumentsAgreement, (iii) seeking any determination or ruling that could reasonably be expected to might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving relating to the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificatesor the Certificates or Notes.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The the Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of DelawareNevada, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.; (b) The the Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership failure to so qualify or lease of property to obtain such license or approval would render any Receivable unenforceable that would otherwise be enforceable by the Depositor, the Sub-Servicer or the conduct of its business shall require such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects.Owner Trustee; (c) The the Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has shall have duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary limited liability company action.; and (d) The the consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the articles of organization or limited liability company agreement or bylaws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal Federal or state State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee and the Note Insurer that: (a) The Depositor is has been duly organized and is validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently presently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing, and has obtained all necessary material licenses and approvals, approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require requires such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust Trust, and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary corporate action. (d) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof of this Agreement do not (i) conflict with, result in any breach of any of the terms and provisions of, of or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement certificate of incorporation or bylaws by-laws of the Depositor; (ii) breach, conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; (iii) nor result in the creation or imposition of any Lien lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Operative Documents); or (iv) nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties, except, in the case of clauses (ii), (iii) and (iv), for such breaches, defaults, conflicts, liens or violations that would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospects. (e) To the Depositor’s best knowledge, there There are no proceedings or investigations pending or threatened notice of which has been received in writing before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any of the other Basic Documents, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iii) seeking any determination or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or any of the other Basic Documents or (iv) involving the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust Certificates.other

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Owner Trust and the Indenture Trustee that: (a) The Depositor is duly organized for the benefit of the Noteholders and validly existing the Insurer that as a limited liability company in good standing of the Closing Date the assignment of the Depositor's rights, but none of its obligations, under the laws Unaffiliated Seller's Agreement is valid, enforceable and effective to permit the Indenture Trustee to enforce the obligations of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedSponsor thereunder. (b) The Depositor It is duly understood and agreed that the representations and warranties set forth in this Section 2.06 shall survive delivery of the Mortgage Files to the Indenture Trustee and shall inure to the benefit of the Trust, the Noteholders and the Insurer notwithstanding any restrictive or qualified to do business as a foreign limited liability company in good standingendorsement or assignment. Upon discovery by any of the Trust, and has obtained all necessary material licenses and approvalsthe Depositor, in all jurisdictions in which the ownership or lease of property Servicer or the conduct Indenture Trustee of its business a breach of any of such representations and warranties which materially and adversely affects the value of any Mortgage Loan or the interests therein of the Noteholders and the Insurer, the party discovering such breach shall require give prompt written notice to the other parties hereto, the Sponsor, the Contributor and the Insurer and in no event later than two Business Days from the date of such qualifications, except where the failure to be so qualified or to have obtained such licenses or approvals would not have a material adverse effect on the Depositor’s earnings, business affairs or business prospectsdiscovery. (c) The Depositor is duly organized, validly existing and in good standing as a corporation under the laws of the state of its incorporation. (d) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell conduct its business as presently conducted by it and assign the property to be sold execute, deliver and assigned perform, and to enter into and deposited with the Trust and the consummate, all transactions contemplated by this Agreement. The Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement, has duly executed and delivered this Agreement, and this Agreement, assuming due authorization, execution and delivery hereof by the Trust, the Servicer and the Indenture Trustee, constitutes a legal, valid and binding obligation of the Depositor, enforceable against it in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally and by general principles of equity. (e) The execution and delivery of this Agreement have been duly authorized by the Depositor by all necessary action. (d) The consummation and the performance of and compliance with the transactions contemplated by terms of this Agreement and the fulfillment of the terms hereof do will not (ia) conflict withviolate the Depositor's charter or by-laws or any law, rule, regulation, order, judgment, award, administrative interpretation, injunction, writ, decree or the like affecting the Depositor or by which the Depositor is bound or (b) result in any a breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement or bylaws of the Depositor; (ii) breach, conflict with or violate under any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement indenture or other instrument material agreement to which the Depositor is a party or by which it the Depositor is bound; (iii) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or (iv) violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, except, which in the case of clauses either clause (ii), a) or (iiib) and (iv), for such breaches, defaults, conflicts, liens or violations that would not will have a material adverse effect on the Depositor’s earnings, business affairs or business prospects's ability to perform its obligations under this Agreement. (ef) To the Depositor’s best knowledge, there There are no actions or proceedings or against, investigations pending or threatened known to it of, the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or tribunal (A) that might prohibit its properties: (i) asserting the invalidity of entering into this Agreement or any of the other Basic DocumentsAgreement, (iiB) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the other Basic Documents, (iiiC) seeking any determination that might prohibit or ruling that could reasonably be expected to materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (g) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Depositor of, or compliance by the Depositor with, this Agreement or any the consummation of the other Basic Documents transactions contemplated by this Agreement, except for such consents, approvals, authorizations or (iv) involving orders, if any, that have been obtained prior to the Depositor and which might materially and adversely affect the federal income tax or other federal, state or local tax attributes of the Trust CertificatesClosing Date.