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 as of the Closing Date: (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, 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 in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Depositor to conduct its business or perform its obligations 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 the property to be sold and assigned to the Trust under the Sale and Servicing Agreement 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 the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary action. (d) This Agreement shall constitute 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 consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the limited liability company agreement of the Depositor or conflict with or breach any of the terms or provisions 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, 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); 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 which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (f) 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 best of the Depositor’s knowledge, threatened, against or affecting the Depositor: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the federal income tax attributes of the Trust or the Certificate or the Notes.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that as of the Closing Datethat: (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, 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 in good standing, standing and has obtained or has filed all forms, in the appropriate form, that are required to obtain all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Depositor to conduct its business or perform its obligations under this Agreementqualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and any other Program Document to which the Depositor is a party, and to carry out its their respective terms; the Depositor has full power and authority to sell transfer and assign the property to be sold transferred and assigned to the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, on behalf of the Trust, as part of the Securitization Trust Estate, and the Depositor has duly authorized such sale transfer and assignment and deposit to the Securitization Trust by all necessary corporate limited liability company action; and the execution, delivery and performance of this Agreement has and any other Program Document to which the Depositor is a party have been duly authorized by the Depositor by all necessary actionaction of a limited liability company. (d) This Agreement shall constitute and each other Program Document to which the Depositor is a party constitutes a legal, valid and binding obligation of the Depositor Depositor, enforceable in accordance with its terms, except as such enforceability may be subject to or limited by bankruptcy, liquidation, 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 consummation of the transactions contemplated by this Agreement and any other Program Document to which the Depositor is a party and the fulfillment of the respective terms hereof and thereof do not conflict with, result in any breach of any of the terms and provisions of, nor or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement of the Depositor Depositor, or conflict with or breach any of the terms or provisions 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, ; 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 Program Documents); 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 State regulatory body, administrative agency or other governmental instrumentality Governmental Authority having jurisdiction over the Depositor or its properties which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositorproperties. (f) There is are no actionproceedings or investigations pending or, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or to the best of the Depositor’s knowledge, threatenedthreatened before any court, against regulatory body, administrative agency or affecting other Governmental Authority having jurisdiction over the DepositorDepositor or its properties: (i) asserting the invalidity of this AgreementAgreement or any other Program Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, Agreement or any other Program Document or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the federal income tax attributes of the Trust or the Certificate or the Notesany other Program Document.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that as of the Closing Date: (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, 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 in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Depositor to conduct its business or perform its obligations 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 the property to be sold and assigned to the Trust under the Sale and Servicing Agreement 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 the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary action. (d) This Agreement shall constitute 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 consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the limited liability company agreement of the Depositor or conflict with or breach any of the terms or provisions 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, 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); 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 which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (f) 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 best of the Depositor’s knowledge, threatened, against or affecting the Depositor: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the U.S. federal income tax attributes of the Trust or the Certificate or the Notes.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that as of the Closing Datethat: (a) The Depositor has been duly formed and 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 presently owned and such business is presently conducted, conducted and had at all relevant times times, and has now has, power, authority and legal right to acquire, acquire and own the Receivables and sell related Contracts contemplated to be transferred to the ReceivablesTrust pursuant to the Receivables Transfer Agreement. (b) The Depositor is duly qualified to do business as a foreign limited liability company entity in good standing, and has obtained all necessary 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 and except where the failure to so qualify will have could not reasonably be expected to result in a material adverse effect on the ability of the Depositor to conduct its business Material Adverse Effect or perform its obligations under this Agreementwhere such license or approval has been applied for. (c) The Depositor has the power and authority to execute and deliver this Agreement and any other Transaction Document to which the Depositor is a party 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 the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, on behalf of the Trust, Trust as part of the Owner Trust Estate, Estate and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate limited liability company action; and the execution, delivery and performance of this Agreement has have been duly authorized by the Depositor by all necessary limited liability company action. (d) This Agreement Agreement, when duly executed and delivered, shall constitute 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, receivership, conservatorship, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance reorganization 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 is considered in a proceeding in equity or in at law. (e) The consummation of the transactions contemplated by this Agreement and any other Transaction Document to which the Depositor is a party, and the fulfillment of the terms hereof of this Agreement and any other Transaction Document to which the Depositor is a party do not (i) conflict with, result in any breach of any of the terms and provisions of, nor or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement Depositor’s Formation Documents or any Contractual Obligation of the Depositor or conflict with or breach any of the terms or provisions or constitute Depositor, (with or without notice or lapse of timeii) a default under any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound, nor result in the creation or imposition of any Lien upon any of its the Depositor’s properties pursuant to the terms of any such indentureFormation Documents or Contractual Obligation, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law orthis Agreement, or (iii) to the best of the Depositor’s knowledge, violate 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, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the DepositorApplicable Law. (f) 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 best of the Depositor’s knowledge, threatened, against or affecting the Depositor: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the federal income tax attributes of the Trust or the Certificate or the Notes.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that as of the Closing Dateand Delaware Trustee that: (a) The Depositor is has been duly organized and is 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, and had at all relevant times times, and has has, power, authority and legal right to acquire, own and sell the ReceivablesReceivables and to perform its obligations under and consummate the transactions contemplated by the Basic Documents. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions each jurisdiction in which such qualification, license or approval is necessary for the ownership or lease performance of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Depositor to conduct its business or perform its obligations under this Agreementand consummation of the transactions contemplated by, the Basic Documents. (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 the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, on behalf of the Trust, Trustee as part of the Owner Trust Estate, 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 has have been duly authorized by the Depositor by all necessary corporate action. (d) This Agreement shall constitute constitutes a legal, valid and binding obligation of the Depositor 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 conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement of the Depositor Depositor, or conflict with or breach violate 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, ; 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); nor violate any law ornor, to the best of the Depositor’s knowledge, violate any law 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 properties; which breach, default, conflict, Lien lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (f) There is are no actionproceedings or investigations pending or, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or to the best of the Depositor’s knowledge, threatened, against before any court, regulatory body, administrative agency or affecting other governmental instrumentality having jurisdiction over the DepositorDepositor or its properties: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement, Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the federal income tax attributes of the Trust or the Certificate or the NotesAgreement.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that as of the Closing Datethat: (ai) The Depositor is duly organized formed 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, and had at all relevant times and has power, authority and legal right to acquire, own and sell the Receivables. (bii) The Depositor is not a Benefit Plan. (iii) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on or obtain such licenses and approvals would, in the ability reasonable judgment of the Depositor, materially and adversely affect the performance by the Depositor to conduct its business or perform of its obligations under under, or the validity or enforceability of, this Agreement. (civ) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power terms and authority to sell transfer and assign the property to be sold transferred and assigned to the Trust under the Sale and Servicing Agreement 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 the Trust by all necessary corporate actionIssuer; and the execution, delivery and performance of this Agreement has and such transfer, assignment and deposit have been duly authorized by the Depositor by all necessary limited liability company action. (dv) This Agreement shall constitute constitutes a legal, valid and binding obligation of the Depositor 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 Proceeding in equity or in at law. (evi) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, nor or constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement of the Depositor Depositor, or conflict with or breach any of the terms or provisions 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, ; nor result in the creation or imposition of any Lien upon any properties of its properties the Depositor pursuant to the terms of any such material indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law Applicable Law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court Governmental Authority having jurisdiction over the Depositor or its properties. (vii) To the knowledge of the Depositor, there are no Proceedings or investigations pending or threatened against the Depositor before any federal or state regulatory body, administrative agency or other governmental instrumentality Governmental Authority having jurisdiction over the Depositor or its properties which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (f) 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 best of the Depositor’s knowledge, threatened, against or affecting the Depositor: (ia) asserting the invalidity of this Agreementany Basic Document, (iib) seeking to prevent the consummation of any of the transactions contemplated by this Agreementany Basic Document, (iiic) seeking any determination or ruling that might would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement any Depositor Basic Document or (ivd) relating to the Depositor and which might seeking any determination or ruling that would adversely affect the United States federal income tax attributes of the Trust Issuer or the Certificate or the NotesSecurities.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that as of the Closing Datethat: (ai) The Depositor is duly organized formed 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, and had at all relevant times and has power, authority and legal right to acquire, own and sell the Receivables. (bii) The Depositor is not a Benefit Plan. (iii) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on or obtain such licenses and approvals would, in the ability reasonable judgment of the Depositor, materially and adversely affect the performance by the Depositor to conduct its business or perform of its obligations under under, or the validity or enforceability of, this Agreement. (civ) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power terms and authority to sell transfer and assign the property to be sold transferred and assigned to the Trust under the Sale and Servicing Agreement 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 the Trust by all necessary corporate actionIssuer; and the execution, delivery and performance of this Agreement has and such transfer, assignment and deposit have been duly authorized by the Depositor by all necessary limited liability company action. (dv) This Agreement shall constitute constitutes a legal, valid and binding obligation of the Depositor 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 Proceeding in equity or in at law. (evi) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, nor or constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement of the Depositor Depositor, or conflict with or breach any of the terms or provisions 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, ; nor result in the creation or imposition of any Lien upon any properties of its properties the Depositor pursuant to the terms of any such material indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law Applicable Law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court Governmental Authority having jurisdiction over the Depositor or its properties. (vii) To the knowledge of the Depositor, there are no Proceedings or investigations pending or threatened against the Depositor before any federal or state regulatory body, administrative agency or other governmental instrumentality Governmental Authority having jurisdiction over the Depositor or its properties which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (f) 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 best of the Depositor’s knowledge, threatened, against or affecting the Depositor: (ia) asserting the invalidity of this Agreementany Basic Document, (iib) seeking to prevent the consummation of any of the transactions contemplated by this Agreementany Basic Document, (iiic) seeking any determination or ruling that might would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement any Depositor Basic Document or (ivd) relating to the Depositor and which might seeking any determination or ruling that would adversely affect the United States federal income tax attributes of the Trust Issuer or the Certificate or the NotesSecurities.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that as of the Closing Dateand Delaware Trustee that: (a) The Depositor is has been duly organized and is 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, and had at all relevant times times, and has has, power, authority and legal right to acquire, own and sell the ReceivablesReceivables and to perform its obligations under and consummate the transactions contemplated by the Basic Documents. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require each jurisdiction where any such qualifications and where the failure to do so qualify will have a material adverse effect on would materially and adversely affect the Depositor’s ability of the Depositor to conduct its business or perform its obligations under this Agreementand consummate the transactions contemplated by the Basic Documents. (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 the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, on behalf of the Trust, Trustee as part of the Owner Trust Estate, 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 has have been duly authorized by the Depositor by all necessary corporate action. (d) This Agreement shall constitute constitutes a legal, valid and binding obligation of the Depositor 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 conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement of the Depositor Depositor, or conflict with or breach violate 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, ; 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); nor violate any law ornor, to the best of the Depositor’s knowledge, violate any law 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 properties; which breach, default, conflict, Lien lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (f) There is are no actionproceedings or investigations pending or, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or to the best of the Depositor’s knowledge, threatened, against before any court, regulatory body, administrative agency or affecting other governmental instrumentality having jurisdiction over the DepositorDepositor or its properties: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement, Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the federal income tax attributes of the Trust or the Certificate or the NotesAgreement.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that as of the Closing Datethat: (ai) The Depositor is duly organized formed 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, and had at all relevant times and has power, authority and legal right to acquire, own and sell the Receivables. (bii) The Depositor is not a Benefit Plan. (iii) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on or obtain such licenses and approvals would, in the ability reasonable judgment of the Depositor, materially and adversely affect the performance by the Depositor to conduct its business or perform of its obligations under under, or the validity or enforceability of, this Agreement. (civ) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power terms and authority to sell transfer and assign the property to be sold transferred and assigned to the Trust under the Sale and Servicing Agreement 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 the Trust by all necessary corporate actionIssuer; and the execution, delivery and performance of this Agreement has and such transfer, assignment and deposit have been duly authorized by the Depositor by all necessary limited liability company action. (dv) This Agreement shall constitute constitutes a legal, valid and binding obligation of the Depositor 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 Proceeding in equity or in at law. (evi) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, nor or constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement of the Depositor Depositor, or conflict with or breach any of the terms or provisions 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, ; nor result in the creation or imposition of any Lien upon any properties of its properties the Depositor pursuant to the terms of any such material indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law Applicable Law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court Governmental Authority having jurisdiction over the Depositor or its properties. (vii) To the knowledge of the Depositor, there are no Proceedings or investigations pending or threatened against the Depositor before any federal or state regulatory body, administrative agency or other governmental instrumentality Governmental Authority having jurisdiction over the Depositor or its properties which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (f) 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 best of the Depositor’s knowledge, threatened, against or affecting the Depositor: (ia) asserting the invalidity of this Agreementany Basic Document, (iib) seeking to prevent the consummation of any of the transactions contemplated by this Agreementany Basic Document, (iiic) seeking any determination or ruling that might would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement any Depositor Basic Document or (ivd) relating to the Depositor and which might seeking any determination or ruling that would adversely affect the federal income tax attributes of the Trust Issuer or the Certificate or the NotesSecurities.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the AART Owner Trustee that as of the Closing Datethat: (a) The Depositor has been duly formed and is duly organized and 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, conducted and had at all relevant times times, and has now has, power, authority and legal right to acquire, own and sell transfer the ReceivablesSecured Notes contemplated to be transferred to the Trust pursuant to the Trust Sale Agreement. (b) The Depositor is duly qualified to do business as a foreign limited liability company entity in good standing, and has obtained all necessary 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 and where the failure to so qualify will have a material adverse effect on the ability of the Depositor to conduct its business or perform its obligations under this Agreementqualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and any other AART Transaction Documents to which the Depositor is a party, and to carry out its their respective terms; , the Depositor has full power and authority to sell and assign the property to be sold and assigned to the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, on behalf of the Trust, Trust as part of the AART Owner Trust Estate, Estate and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate limited liability company action; and the execution, delivery and performance of this Agreement has and any other AART Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company action. (d) This Agreement shall constitute 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 consummation of the transactions contemplated by this Agreement and any other AART Transaction Documents to which the Depositor is a party, and the fulfillment of the terms hereof of this Agreement and any other AART Transaction Documents to which the Depositor is a party, do not conflict with, result in any breach of any of the terms and provisions of, nor of or constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement (or similar organizational documents) of the Depositor Depositor, or conflict with or breach any of the terms or provisions 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, nor 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 AART Transaction Documents); nor , or 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 which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (f) 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 best of the Depositor’s knowledge, threatened, against or affecting the Depositor: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the federal income tax attributes of the Trust or the Certificate or the Notesproperties.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that that, as of the Closing Date: (a) The Depositor is duly organized formed 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, 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 in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on of obtain such licenses and approvals would, in the ability reasonable judgment of the Depositor, materially and adversely affect the performance by the Depositor to conduct its business or perform of its obligations under under, or the validity or enforceability of, 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 the property to be sold and assigned to the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, on behalf of the Trust, as part of the Trust Estate, Issuer 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 has have been duly authorized by the Depositor by all necessary limited liability company action. (d) This The Depositor has duly executed and delivered this Agreement, and this Agreement shall constitute constitutes a legal, valid and binding obligation of the Depositor, enforceable against 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 Proceeding in equity or in at law. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, nor or constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement of the Depositor Depositor, or conflict with or breach any of the terms or provisions 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, ; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such material indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law Applicable Law or, to the best knowledge of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court Governmental Authority having jurisdiction over the Depositor or its properties. (f) There are no Proceedings or investigations pending or, to the knowledge of the Depositor, threatened against the Depositor, before any federal or state regulatory body, administrative agency or other governmental instrumentality Governmental Authority having jurisdiction over the Depositor or its properties which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (f) 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 best of the Depositor’s knowledge, threatened, against or affecting the Depositor: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, Agreement or (iii) seeking any determination or ruling that might could materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or Agreement. (ivg) relating to The representations and warranties of the Depositor and which might adversely affect the federal income tax attributes in Section 3.02 of the Trust or the Certificate or the NotesSale and Servicing Agreement are true and correct.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Issuing Entity and the Trustee that as on behalf of the Closing DateCertificateholders 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 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, standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications and where in which the failure to so qualify will would have a material adverse effect on the business, properties, assets or condition (financial or other) of the Depositor and the ability of the Depositor to conduct its business or perform its obligations under this Agreementhereunder. (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 purchased from the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, on behalf of the Trust, as part of the Trust Estate, 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 has have been duly authorized by the Depositor by all necessary corporate action. (d) This . When executed and delivered, this Agreement shall will constitute a the legal, valid and binding obligation of the Depositor enforceable in accordance with its terms, except as enforcement of such enforceability terms may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance insolvency or other similar laws affecting the enforcement of creditors’ rights in general generally and by general principles the availability of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or in lawequitable remedies. (ed) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, nor 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 Depositor, or conflict with or breach any of the terms or provisions 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, ; 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); 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 which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositorproperties. (f) 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 best of the Depositor’s knowledge, threatened, against or affecting the Depositor: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the federal income tax attributes of the Trust or the Certificate or the Notes.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that as of the Closing Dateand Delaware Trustee that: (a) The Depositor is has been duly organized and is 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, and had at all relevant times times, and has has, power, authority and legal right to acquire, own and sell the ReceivablesReceivables and to perform its obligations under and consummate the transactions contemplated by the Basic Documents. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require each jurisdiction where any such qualifications and where the failure to do so qualify will have a material adverse effect on would materially and adversely affect the Depositor’s ability of the Depositor to conduct its business or perform its obligations under this Agreementand consummate the transactions contemplated by the Basic Documents. (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 the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, on behalf of the Trust, Trustee as part of the Owner Trust Estate, 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 has have been duly authorized by the Depositor by all necessary corporate action. (d) This Agreement shall constitute constitutes a legal, valid and binding obligation of the Depositor 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 conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement of the Depositor Depositor, or conflict with or breach violate 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, ; 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); nor violate any law ornor, to the best of the Depositor’s knowledge, violate any law 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 properties; which breach, default, conflict, Lien lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (f) There is are no actionproceedings or investigations pending or, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or to the best of the Depositor’s knowledge, threatened, against before any court, regulatory body, administrative agency or affecting other governmental instrumentality having jurisdiction over the DepositorDepositor or its properties: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement, Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement Agreement. (g) The Depositor covenants and represents that neither it nor any of its affiliates, subsidiaries, directors or officers: (A) are the target or subject of any sanctions enforced by the US Government, (including, without limitation, the Office of Foreign Assets Control of the US Department of the Treasury or the US Department of State), the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively “Sanctions”), and (B) will directly or indirectly use any payments made pursuant to this Agreement, (i) to fund or facilitate any activities of or business with any person who, at the time of such funding or facilitation, is the subject or target of Sanctions, (ii) to fund or facilitate any activities of or business with any country or territory that is the target or subject of Sanctions, or (iviii) relating to the Depositor and which might adversely affect the federal income tax attributes in any other manner that will result in a violation of the Trust or the Certificate or the NotesSanctions by any person.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that as of the Closing Datethat: (a) The Depositor is has been duly organized and is 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, and had at all relevant times times, and has has, power, authority and legal right to acquire, own and sell the ReceivablesReceivables and to perform its obligations under and consummate the transactions contemplated by the Basic Documents. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions each jurisdiction in which such qualification, license or approval is necessary for the ownership or lease performance of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Depositor to conduct its business or perform its obligations under this Agreementand consummation of the transactions contemplated by, the Basic Documents. (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 the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, on behalf of the Trust, Trustee as part of the Owner Trust Estate, 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 has have been duly authorized by the Depositor by all necessary corporate action. (d) This Agreement shall constitute constitutes a legal, valid and binding obligation of the Depositor 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 conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement of the Depositor Depositor, or conflict with or breach violate 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, ; 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); nor violate any law ornor, to the best of the Depositor’s knowledge, violate any law 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 properties; which breach, default, conflict, Lien lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (f) There is are no actionproceedings or investigations pending or, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or to the best of the Depositor’s knowledge, threatened, against before any court, regulatory body, administrative agency or affecting other governmental instrumentality having jurisdiction over the DepositorDepositor or its properties: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement, Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the federal income tax attributes of the Trust or the Certificate or the NotesAgreement.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that as of the Closing Dateand Delaware Trustee that: (a) The Depositor is has been duly organized and is 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, and had at all relevant times times, and has has, power, authority and legal right to acquire, own and sell the ReceivablesReceivables and to perform its obligations under and consummate the transactions contemplated by the Basic Documents. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions each jurisdiction in which such qualification, license or approval is necessary for the ownership or lease performance of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Depositor to conduct its business or perform its obligations under this Agreementand consummation of the transactions contemplated by, the Basic Documents. (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 the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, on behalf of the Trust, Trustee as part of the Owner Trust Estate, 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 has have been duly authorized by the Depositor by all necessary corporate action. (d) This Agreement shall constitute constitutes a legal, valid and binding obligation of the Depositor 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 conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement of the Depositor Depositor, or conflict with or breach violate 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, ; 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); nor violate any law or, to the best of the Depositor’s knowledge, violate any law 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 properties; which breach, default, conflict, Lien lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (f) There is are no actionproceedings or investigations pending or, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or to the best of the Depositor’s knowledge, threatened, against before any court, regulatory body, administrative agency or affecting other governmental instrumentality having jurisdiction over the DepositorDepositor or its properties: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement, Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the federal income tax attributes of the Trust or the Certificate or the NotesAgreement.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that as of the Closing Datethat: (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, 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 in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Depositor to conduct its business or perform its obligations under this Agreementqualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and any other Program Document to which the Depositor is a party, and to carry out its their respective terms; the Depositor has full power and authority to sell transfer and assign the property to be sold transferred and assigned to the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, on behalf of the Trust, as part of the Securitization Trust Estate, and the Depositor has duly authorized such sale transfer and assignment and deposit to the Securitization Trust by all necessary corporate limited liability company action; and the execution, delivery and performance of this Agreement has and any other Program Document to which the Depositor is a party have been duly authorized by the Depositor by all necessary actionaction of a limited liability company. (d) This Agreement shall constitute and each other Program Document to which the Depositor is a party constitutes a legal, valid and binding obligation of the Depositor Depositor, enforceable in accordance with its terms, except as such enforceability may be subject to or limited by bankruptcy, liquidation, 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 consummation of the transactions contemplated by this Agreement and any other Program Document to which the Depositor is a party and the fulfillment of the respective terms hereof and thereof do not conflict with, result in any breach of any of the terms and provisions of, nor or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement of the Depositor Depositor, or conflict with or breach any of the terms or provisions 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, ; 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 Program Documents); 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 State regulatory body, administrative agency or other governmental instrumentality Governmental Authority having jurisdiction over the Depositor or its properties which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositorproperties. (f) There is are no actionproceedings or investigations pending or, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or to the best of the Depositor’s knowledge, threatenedthreatened before any court, against regulatory body, administrative agency or affecting other Governmental Authority having jurisdiction over the DepositorDepositor or its properties: (i) asserting the invalidity of this AgreementAgreement or any other Program Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, Agreement or any other Program Document or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the federal income tax attributes of the Trust or the Certificate or the Notesany other Program Document.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that as of the Closing Dateand 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 times, and has 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 licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Depositor to conduct its business or perform its obligations under this Agreementqualifications. (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 the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, on behalf of the Trust, Trustee as part of the Owner Trust Estate, 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 has have been duly authorized by the Depositor by all necessary corporate action. (d) This Agreement shall constitute constitutes a legal, valid and binding obligation of the Depositor 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 conflict with, result in any breach of any of the terms and provisions of, 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 Depositor, or conflict with or breach violate 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, ; 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); 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 properties; which breach, default, conflict, Lien lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (f) There is are no actionproceedings or investigations pending or, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or to the best of the Depositor’s knowledge, threatened, against before any court, regulatory body, administrative agency or affecting other governmental instrumentality having jurisdiction over the DepositorDepositor or its properties: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement, Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the federal income tax attributes of the Trust or the Certificate or the NotesAgreement.

Representations and Warranties of the Depositor. The Depositor hereby represents makes the following representations and warrants to warranties, on which the Owner Trustee that Issuer relies in accepting the Receivables and delivering the Securities. Such representations and warranties speak as of the execution and delivery of this Agreement and as of the Closing Date, but shall survive the sale, transfer and assignment of the Receivables by the Depositor to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture: (a) The Depositor is duly organized This Agreement creates a valid and validly existing continuing security interest (as a limited liability company defined in good standing under the laws UCC) in the Receivables in favor of the State of DelawareIssuer, with power which security interest is prior to all other Liens, and authority to own its properties and to conduct its business is enforceable as such properties are currently owned against creditors of and such business is presently conducted, and had at all relevant times and has power, authority and legal right to acquire, own and sell purchasers from the ReceivablesDepositor. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which Each Receivable constitutes “chattel paper” within the ownership or lease meaning of property or the conduct of its business shall require such qualifications and where UCC. (c) Immediately upon the failure to so qualify will have a material adverse effect on the ability of transfer thereof from the Depositor to conduct its business the Issuer pursuant to this Agreement, the Issuer shall have good and marketable title to each Receivable, free and clear of any Lien of any Person. (d) The Depositor has caused, or perform its obligations will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdiction under the applicable UCC in order to perfect the security interest in the Receivables granted to the Issuer under this Agreement. (ce) Other than the security interest granted to the Issuer pursuant to this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Depositor has not authorized the power filing of and authority to execute and deliver this Agreement and to carry out its terms; is not aware of any financing statements against the Depositor has full power and authority to sell and assign that include a description of collateral describing the property to be sold and assigned Receivables other than any financing statement relating to the Trust under the Sale and Servicing Agreement 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 security interest granted to the Trust by all necessary corporate action; and the execution, delivery and performance of Issuer under this Agreement has been duly authorized by the Agreement. The Depositor by all necessary action. (d) This Agreement shall constitute 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 consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do is not conflict with, result in any breach aware of any of the terms and provisions of, nor constitute (with judgment or without notice or lapse of time) a default under, the limited liability company agreement of the Depositor or conflict with or breach any of the terms or provisions 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, 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); 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 which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of tax lien filings against the Depositor. (f) There is no actionThe Contracts that constitute or evidence the Receivables do not have any marks or notations indicating that they have been pledged, suit assigned or proceeding before otherwise conveyed to any Person other than the Issuer, except for such marks or by any court notations indicating that they have been pledged, assigned or governmental agency or body, domestic or foreign, now pending, or to the best of the Depositor’s knowledge, threatened, against or affecting the Depositor: otherwise conveyed (i) asserting to the invalidity of this AgreementDepositor or the Indenture Trustee in accordance with the Basic Documents, (ii) seeking pursuant to prevent the consummation Loan and Security Agreement, dated as of any May 20, 2010, among Hyundai HK Funding, LLC, as the borrower, Hyundai Capital America, as the servicer, each of the transactions contemplated by this Agreementcommercial paper conduits from time to time party thereto, as the conduit lenders, each of the financial institutions from time to time party thereto, as the committed lenders, each of the financial institutions from time to time party thereto, as the group agents and JPMorgan Chase Bank, N.A., as the administrative agent, on behalf of the secured parties, as amended from time to time or (iii) seeking any determination to HCA in accordance with Dealer Agreements. All financing statements filed or ruling that might materially and adversely affect the performance by to be filed against the Depositor in favor of its obligations under, or the validity or enforceability of, Issuer in connection with this Agreement or (iv) relating describing the Receivables contain a statement to the Depositor following effect: “A purchase of or security interest in any collateral described in this financing statement, except as provided in the Sale and which might adversely affect Servicing Agreement, will violate the federal income tax attributes rights of the Trust or the Certificate or the NotesIssuer.”

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that as of the Closing Datethat: (a) The Depositor is has been duly organized and is 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, and had at all relevant times times, and has has, power, authority and legal right to acquire, own and sell the ReceivablesReceivables and to perform its obligations under and consummate the transactions contemplated by the Basic Documents. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions each jurisdiction in which such qualification, license or approval is necessary for the ownership or lease performance of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Depositor to conduct its business or perform its obligations under this Agreementand consummation of the transactions contemplated by, the Basic Documents. (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 the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, on behalf of the Trust, Trustee as part of the Owner Trust Estate, 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 has have been duly authorized by the Depositor by all necessary corporate action. (d) This Agreement shall constitute constitutes a legal, valid and binding obligation of the Depositor 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 conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement of the Depositor Depositor, or conflict with or breach violate 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, ; 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); nor violate any law or, to the best of the Depositor’s knowledge, violate any law 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 properties; which breach, default, conflict, Lien lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (f) There is are no actionproceedings or investigations pending or, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or to the best of the Depositor’s knowledge, threatened, against before any court, regulatory body, administrative agency or affecting other governmental instrumentality having jurisdiction over the DepositorDepositor or its properties: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement, Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the federal income tax attributes of the Trust or the Certificate or the NotesAgreement.

Representations and Warranties of the Depositor. and the Seller as to the Mortgage Loans. The Depositor hereby represents and warrants to the Owner Trustee with respect to the Mortgage Loans or each Mortgage Loan, as the case may be, as of the date hereof or such other date set forth herein that as of the Closing Date: (a) The Immediately prior to the transfer and assignment contemplated herein, the Depositor is duly organized was the sole owner and validly existing as a limited liability company in good standing under the laws holder of the State of Delaware, with power Mortgage Loans. The Mortgage Loans were not assigned or pledged by the Depositor and authority to own its properties the Depositor had good and to conduct its business as such properties are currently owned and such business is presently conductedmarketable title thereto, and the Depositor had at all relevant times and has power, authority and legal full right to acquire, own transfer and sell the ReceivablesMortgage Loans to the Trustee, for the benefit of the Certificateholders, free and clear of any encumbrance, participation interest, lien, equity, pledge, claim or security interest and had full right and authority subject to no interest or participation in, or agreement with any other party to sell or otherwise transfer 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 licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability As of the Closing Date, the Depositor has transferred all right, title and interest in the Mortgage Loans to conduct its business or perform its obligations under this Agreementthe Trustee on behalf of the Trust. (c) The Depositor has As of the power and authority to execute and deliver this Agreement and to carry out its terms; Closing Date, the Depositor has full power and authority to sell and assign not transferred the property to be sold and assigned Mortgage Loans to the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, Trustee on behalf of the TrustTrust with any intent to hinder, as part delay or defraud an of its creditors. It is understood and agreed that the representations and warranties set forth in this Section 2.04 shall survive delivery of the Trust Estate, and the Depositor has duly authorized such sale and assignment and deposit respective Mortgage Files to the Trust by all necessary corporate action; Trustee or the Custodian and shall inure to the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary action. (d) This Agreement shall constitute a legal, valid and binding obligation benefit of the Depositor enforceable in accordance with its termsTrustee, except as such enforceability may be subject to notwithstanding any restrictive or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance qualified endorsement 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 lawassignment. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the limited liability company agreement of the Depositor or conflict with or breach any of the terms or provisions 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, 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); 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 which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (f) 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 best of the Depositor’s knowledge, threatened, against or affecting the Depositor: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the federal income tax attributes of the Trust or the Certificate or the Notes.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that as of the Closing Datethat: (a) The Depositor is has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power power, authority and authority legal right 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 times, and has the 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 in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on or to obtain such licenses and approvals would materially and adversely affect the ability performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement, any of the Depositor other Basic Documents to conduct its business which it is a party, the Receivables, the Notes or perform its obligations under this Agreementthe Certificates. (c) The Depositor has the power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and each other Basic Document to carry out its termswhich it is a party; the Depositor has full power and authority to sell sell, assign, transfer and assign convey the property to be sold and assigned to the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, on behalf of the Trust, Trustee as part of the Owner Trust Estate, Estate and the Depositor has duly authorized such sale and assignment and deposit to the Trust Issuer by all necessary corporate limited liability company action; and the execution, delivery and performance of this Agreement has and the other Basic Documents to which it is a party have been duly authorized by the Depositor by all necessary limited liability company action. (d) This Agreement shall constitute constitutes a legal, valid and binding obligation of the Depositor 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 at law. (e) The execution, delivery and performance by the Depositor of this Agreement and each other Basic Document to which the Depositor is a party, the consummation of the transactions contemplated by this Agreement hereby and thereby and the fulfillment of the terms hereof and thereof do not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of timetime or both) a default under, the certificate of formation or limited liability company agreement of the Depositor Depositor, or conflict with or breach violate 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, bound or to which any of its properties are subject; 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); nor violate any law or, to the best of the Depositor’s 's knowledge, any orderorder of any court, rule or regulation applicable to the Depositor of any court or its properties or of any federal or state State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties properties; which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (f) There is are no actionproceedings or investigations pending or, suit or proceeding to the Depositor's knowledge, threatened against the Depositor before or by any court or governmental court, regulatory body, administrative agency or body, domestic other governmental instrumentality having jurisdiction over the Depositor or foreign, now pending, or to the best of the Depositor’s knowledge, threatened, against or affecting the Depositor: its properties (i) asserting the invalidity of this Agreement, any other Basic Document, the Notes or the Certificates, (ii) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this AgreementAgreement or any of the other Basic Documents, (iii) seeking any determination or ruling that might would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement Agreement, any of the other Basic Documents, the Receivables, the Notes or the Certificates or (iv) relating to the Depositor and which might that would adversely affect the federal income tax attributes of the Trust Issuer or of the Notes or the Certificate or Certificates. (g) The representations and warranties of the NotesDepositor in Section 3.01 of the Receivables Purchase Agreement are true and correct.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that as of the Closing Datethat: (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, and had at all relevant times and has the power, authority and legal right to acquire, own and sell the ReceivablesLoan Assets. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standingbusiness, and has shall have obtained all necessary 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 and where the failure to so qualify will have a material adverse effect on the ability of the Depositor to conduct its business or perform its obligations under this Agreementqualifications. (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 the Trust under the Sale and Servicing Agreement 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 the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement has have been duly authorized by the Depositor by all necessary corporate action. (d) This Agreement shall constitute constitutes a legal, valid and binding obligation of the Depositor 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 reorganization or other similar laws affecting the enforcement of creditors’ rights in general generally and by general principles of equity, equity (regardless of whether such enforceability shall be enforcement is considered in a proceeding in equity or in at law). (e) The Depositor has maintained and will maintain its existence separate from the Seller, including the maintenance of separate books and records. (f) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, nor or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement governing instrument of the Depositor Depositor, or conflict with or 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, nor ; 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 Operative Documents); nor or 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 which breachproperties. (g) There are no proceedings or investigations pending or, default, conflict, Lien or violation would have a material adverse effect on to the earnings, business affairs or business prospects best knowledge of the Depositor. (f) There is no action, suit threatened before any court, regulatory body, administrative agency or proceeding before or by any court other tribunal or governmental agency or body, domestic or foreign, now pending, or to the best of the Depositor’s knowledge, threatened, against or affecting the Depositor: instrumentality (iA) asserting the invalidity of this Agreement, (iiB) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, Agreement or (iiiC) seeking any determination or ruling that might that, in the reasonable judgment of the Depositor, would materially and adversely affect the performance by the Depositor of its obligations under, or under this Agreement. (h) The representations and warranties of the validity or enforceability of, this Depositor in Section [3.02] of the Transfer and Servicing Agreement are true and correct. (i) The Depositor shall not take any action (a) that is inconsistent with the purposes of the Trust set forth in Section 2.03 or (ivb) relating that, to the Depositor and which might adversely affect actual knowledge of the Depositor, would result in the Trust’s becoming taxable as a corporation for federal income tax attributes of the Trust or the Certificate or the Notespurposes.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that as of the Closing Datethat: (ai) The Depositor is duly organized and validly existing as a limited liability company organized and existing, and in good standing 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, and had at all relevant times times, and has has, power, authority and legal right to acquire, convey and own the assets conveyed and sell to be conveyed by it to the ReceivablesTrust from time to time. (bii) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require requires such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Depositor to conduct its business or perform its obligations under this Agreementqualifications. (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 from time to the Trust under the Sale and Servicing Agreement time and deposited with the Owner Trustee, Trustee on behalf of the Trust, Trust as part of the Trust Estate, Assets and the Depositor has or will have duly authorized such sale and assignment and deposit to with the Owner Trustee on behalf of the Trust by all necessary corporate entity action; and the execution, delivery and performance of this Agreement has have been duly authorized by the Depositor by all necessary entity action. (d) This ; and this Agreement shall constitute a constitutes the legal, valid and binding obligation of the Depositor, enforceable against the Depositor enforceable in accordance with its terms, except as such enforceability enforcement may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance insolvency or other similar laws affecting the enforcement of creditors’ rights in general generally, by any applicable law imposing limitations upon, or otherwise affecting, the availability or enforcement of rights to indemnification hereunder and by general principles the availability of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or in lawequitable remedies. (eiv) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement of the Depositor Depositor, or conflict with or breach any of the terms or provisions 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, ; 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 Trust Agreement Transaction Documents); 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 which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositorproperties. (fv) All approvals, authorizations, consents, orders or other actions of any Person or any governmental entity required in connection with the execution and delivery of this Agreement and the fulfillment of the terms hereof have been obtained. (vi) There is are no action, suit proceedings or proceeding before or by any court or governmental agency or body, domestic or foreign, now investigations pending, or to the best of the Depositor’s knowledge, knowledge threatened, against before any court, regulatory body, administrative agency or affecting other governmental instrumentality having jurisdiction over the DepositorDepositor or its properties: (iA) asserting the invalidity of this AgreementAgreement or any of the other Trust Agreement Transaction Documents, (iiB) seeking to prevent the issuance of the Equity Certificate or the consummation of any of the transactions contemplated by this AgreementAgreement or any other Trust Agreement Transaction Documents, (iiiC) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement, the Equity Certificate or any other Trust Agreement Transaction Document, or (ivD) relating to involving the Depositor and which might adversely affect the federal income tax or other federal, state or local tax attributes of the Trust or the Certificate or the NotesEquity Certificate.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Owner Trustee that as of the Closing Date: (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, and had at all relevant times and has 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 in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Depositor to conduct its business or perform its obligations under this Agreement. (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 the Trust under the Sale and Servicing Agreement 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 the Trust by all necessary corporate action; terms and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary action. (div) [This Agreement shall constitute 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 moratorium and other similar laws affecting the enforcement of creditors’ ' rights in general and generally or by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or in law.] (ev) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, nor or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement of the Depositor or conflict with or breach any of the terms or provisions 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, 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); 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, default, conflict, Lien lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (fvi) 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 best of the Depositor’s 's knowledge, threatened, against or affecting the Depositor: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the federal income tax attributes of the Trust or the Certificate or the Notes.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that as of the Closing Datethat: (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 conducted, and had at all relevant times times, and has has, power, authority and legal right to acquire, acquire and own and sell the ReceivablesTrust 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 licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require requires such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Depositor to conduct its business or perform its obligations under this Agreementqualifications. (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 the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, Trustee on behalf of the Trust, Trust as part of the Trust Estate, 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 has have been duly authorized by the Depositor by all necessary corporate action. (d) This Agreement shall constitute 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. (eiv) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, 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 Depositor, or conflict with or breach any of the terms or provisions 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, ; 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); 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 which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositorproperties. (fv) All approvals, authorizations, consents, orders or other actions of any person or any governmental entity required in connection with the execution and delivery of this Agreement and the fulfillment of the terms hereof have been obtained. (vi) There is are no action, suit proceedings or proceeding before or by any court or governmental agency or body, domestic or foreign, now investigations pending, or to the best of the Depositor’s knowledge's Knowledge, threatened, against before any court, regulatory body, administrative agency or affecting other governmental instrumentality having jurisdiction over the DepositorDepositor or its properties: (iA) asserting the invalidity of this Agreement, any of the other Transaction Documents or the Residual Interest Certificate, (iiB) seeking to prevent the issuance of the Residual Interest Certificate or the consummation of any of the transactions contemplated by this AgreementAgreement or any of the other Transaction Documents, (iiiC) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement Agreement, any of the other Transaction Documents or the Residual Interest Certificate or (ivD) relating to involving the Depositor and which might adversely affect the federal income tax or other federal, state or local tax attributes of the Trust or the Certificate or the NotesResidual Interest Certificate.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that as of Eligible Lender Trustee, the Closing DateSwap Counterparty and the Securities Insurer that: (a) The Depositor is duly organized and validly existing as a Delaware 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, 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 in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Depositor to conduct its business or perform its obligations under this 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 the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, Trust (or with the Eligible Lender 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 the Trust (or to the Eligible Lender Trustee on behalf of the Trust) by all necessary corporate limited liability company action; and the execution, delivery and performance of this Trust Agreement has been duly authorized by the Depositor by all necessary limited liability company action. (dc) This Trust Agreement shall constitute 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 applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other reorganization and similar laws affecting relating to creditors' rights generally or the enforcement rights of creditors’ rights in general creditors of banks the deposit accounts of which are insured by the FDIC and by subject to general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or in law. (ed) The consummation of the transactions contemplated by this Trust Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, nor or constitute (with or without notice or lapse of timetime or both) a default under, the limited liability company agreement and the other organizational documents of the Depositor Depositor, or conflict with or breach any of the terms or provisions 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, ; 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); 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 which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositorproperties. (f) 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 best of the Depositor’s knowledge, threatened, against or affecting the Depositor: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the federal income tax attributes of the Trust or the Certificate or the Notes.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that as of the Closing Datethat: (a) The Depositor is has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of DelawareNevada, with power power, authority and authority legal right 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 times, and has the 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 in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on or to obtain such licenses and approvals would materially and adversely affect the ability performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement, any of the Depositor other Basic Documents to conduct its business which it is a party, the Receivables, the Notes or perform its obligations under this Agreementthe Certificates. (c) The Depositor has the power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and each other Basic Document to carry out its termswhich it is a party; the Depositor has full power and authority to sell sell, assign, transfer and assign convey the property to be sold and assigned to the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, on behalf of the Trust, Trustee as part of the Owner Trust Estate, Estate and the Depositor has duly authorized such sale and assignment and deposit to the Trust Issuer by all necessary corporate limited liability company action; and the execution, delivery and performance of this Agreement has and the other Basic Documents to which it is a party have been duly authorized by the Depositor by all necessary limited liability company action. (d) This Agreement shall constitute constitutes a legal, valid and binding obligation of the Depositor 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 at law. (e) The execution, delivery and performance by the Depositor of this Agreement and each other Basic Document to which the Depositor is a party, the consummation of the transactions contemplated by this Agreement hereby and thereby and the fulfillment of the terms hereof and thereof do not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of timetime or both) a default under, the certificate of formation or limited liability company agreement of the Depositor Depositor, or conflict with or breach violate 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, bound or to which any of its properties are subject; 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); nor violate any law or, to the best of the Depositor’s knowledge, any orderorder of any court, rule or regulation applicable to the Depositor of any court or its properties or of any federal or state State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties properties; which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (f) There is are no actionproceedings or investigations pending or, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or to the best of the Depositor’s knowledge, threatenedthreatened against the Depositor before any court, against regulatory body, administrative agency or affecting other governmental instrumentality having jurisdiction over the Depositor: Depositor or its properties (i) asserting the invalidity of this Agreement, any other Basic Document, the Notes or the Certificates, (ii) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this AgreementAgreement or any of the other Basic Documents, (iii) seeking any determination or ruling that might would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement Agreement, any of the other Basic Documents, the Receivables, the Notes or the Certificates or (iv) relating to the Depositor and which might seeking any determination or ruling that would adversely affect the federal income tax attributes of the Trust Issuer or of the Notes or the Certificate or Certificates. (g) The representations and warranties of the NotesDepositor in Section 3.01 of the Receivables Purchase Agreement are true and correct.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that as of the Closing Datethat: (a) The Depositor has been duly formed and 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 presently owned and such business is presently conducted, conducted and had at all relevant times times, and has now has, power, authority and legal right to acquire, acquire and own the Receivables and sell related Contracts contemplated to be transferred to the ReceivablesTrust pursuant to the Receivables Transfer Agreement. (b) The Depositor is duly qualified to do business as a foreign limited liability company entity in good standing, and has obtained all necessary 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 and except where the failure to so qualify will have could not reasonably be expected to result in a material adverse effect on the ability of the Depositor to conduct its business Material Adverse Effect or perform its obligations under this Agreementwhere such license or approval has been applied for. (c) The Depositor has the power and authority to execute and deliver this Agreement and any other Transaction Document to which the Depositor is a party 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 the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, on behalf of the Trust, Trust as part of the Owner Trust Estate, Estate and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate limited liability company action; and the execution, delivery and performance of this Agreement has have been duly authorized by the Depositor by all necessary limited liability company action. (d) This Agreement Agreement, when duly executed and delivered, shall constitute 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, receivership, conservatorship, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance reorganization 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 is considered in a proceeding in equity or in at law. (e) The consummation of the transactions contemplated by this Agreement and any other Transaction Document to which the Depositor is a party, and the fulfillment of the terms hereof of this Agreement and any other Transaction Document to which the Depositor is a party do not conflict with, result in any breach of any of the terms and provisions of, nor or constitute (with or without notice or lapse of time) a default under, the limited liability company agreement Depositor’s Formation Documents or any Contractual Obligation of the Depositor or conflict with or breach any of the terms or provisions or constitute Depositor, (with or without notice or lapse of timeii) a default under any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound, nor result in the creation or imposition of any Lien upon any of its the Depositor’s properties pursuant to the terms of any such indentureFormation Documents or Contractual Obligation, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law orthis Agreement, or (iii) to the best of the Depositor’s knowledge, violate 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, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the DepositorApplicable Law. (f) 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 best of the Depositor’s knowledge, threatened, against or affecting the Depositor: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the federal income tax attributes of the Trust or the Certificate or the Notes.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Owner Trustee that as of the Closing Date: (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, and had at all relevant times and has 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 in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Depositor to conduct its business or perform its obligations under this Agreement. (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 the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, on behalf of the Trust, Trustee as part of the Owner Trust Estate, Estate 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 has been duly authorized by the Depositor by all necessary action. (div) This Agreement shall constitute 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. (ev) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the limited liability company agreement of the Depositor or conflict with or breach any of the terms or provisions 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, 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); 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 which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (fvi) 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 best of the Depositor’s knowledge, threatened, against or affecting the Depositor: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the federal income tax attributes of the Trust or the Certificate or the Notes.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that as of and the Closing DateInsurer 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 conducted, and had at all relevant times times, and has has, power, authority and legal right to acquire, acquire and own and sell the ReceivablesContracts. (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 licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require requires such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Depositor to conduct its business or perform its obligations under this Agreementqualifications. (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 the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, Trustee on behalf of the Trust, Trust as part of the Trust Estate, 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 has have been duly authorized by the Depositor by all necessary corporate action. (d) This Agreement shall constitute 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. (eiv) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any the breach of any of the terms and provisions of, 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 Depositor, or conflict with or breach any of the terms or provisions 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, ; 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); 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 which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositorproperties. (fv) There is are no action, suit proceedings or proceeding before or by any court or governmental agency or body, domestic or foreign, now investigations pending, or to the Depositor's best of the Depositor’s knowledge, knowledge threatened, against before any court, regulatory body, administrative agency or affecting other governmental instrumentality having jurisdiction over the Depositor: Depositor or its properties (iA) asserting the invalidity of this Agreement, any of the other Basic Documents 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 AgreementAgreement or any of the other Basic Documents, (iiiC) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement Agreement, any of the other Basic Documents or the Trust Certificates or (ivD) relating to involving the Depositor and which might adversely affect the federal income tax or other federal, state or local tax attributes of the Trust or the Certificate or the NotesCertificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee and the Delaware Trustee that as of the Closing Date: (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, 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 in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Depositor to conduct its business or perform its obligations 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 the property to be sold and assigned to the Trust under the Sale and Servicing Agreement 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 the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary action. (d) This Agreement shall constitute 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 consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the limited liability company agreement of the Depositor or conflict with or breach any of the terms or provisions 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, 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); 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 which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (f) 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 best of the Depositor’s knowledge, threatened, against or affecting the Depositor: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the federal income tax attributes of the Trust or the Certificate or the Notes.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that that, as of the Closing Date: (a) The Depositor is duly organized formed 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, 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 in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on of obtain such licenses and approvals would, in the ability reasonable judgment of the Depositor, materially and adversely affect the performance by the Depositor to conduct its business or perform of its obligations under under, or the validity or enforceability of, 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 the property to be sold and assigned to the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, on behalf of the Trust, as part of the Trust Estate, Issuer 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 has have been duly authorized by the Depositor by all necessary limited liability company action. (d) This The Depositor has duly executed and delivered this Agreement, and this Agreement shall constitute constitutes a legal, valid and binding obligation of the Depositor, enforceable against 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 Proceeding in equity or in at law. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, nor or constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement of the Depositor Depositor, or conflict with or breach any of the terms or provisions 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, ; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such material indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law Applicable Law or, to the best knowledge of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court Governmental Authority having jurisdiction over the Depositor or its properties. (f) There are no Proceedings or investigations pending or, to the knowledge of the Depositor, threatened against the Depositor, before any federal or state regulatory body, administrative agency or other governmental instrumentality Governmental Authority having jurisdiction over the Depositor or its properties which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (f) 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 best of the Depositor’s knowledge, threatened, against or affecting the Depositor: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, Agreement or (iii) seeking any determination or ruling that might could materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or Agreement. (ivg) relating to The representations and warranties of the Depositor and which might adversely affect the federal income tax attributes in Section 3.02 of the Trust or the Certificate or the Notes.Sale and Servicing Agreement are true and correct. ARTICLE THREE CERTIFICATES AND TRANSFER OF INTERESTS

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that as of the Closing Datethat: (a) The Depositor is has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of DelawareNevada, with power power, authority and authority legal right 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 times, and has the 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 in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on or to obtain such licenses and approvals would materially and adversely affect the ability performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement, any of the Depositor other Basic Documents to conduct its business which it is a party, the Receivables, the Notes or perform its obligations under this Agreementthe Certificates. (c) The Depositor has the power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and each other Basic Document to carry out its termswhich it is a party; the Depositor has full power and authority to sell sell, assign, transfer and assign convey the property to be sold and assigned to the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, on behalf of the Trust, Trustee as part of the Owner Trust Estate, Estate and the Depositor has duly authorized such sale and assignment and deposit to the Trust Issuer by all necessary corporate limited liability company action; and the execution, delivery and performance of this Agreement has and the other Basic Documents to which it is a party have been duly authorized by the Depositor by all necessary limited liability company action. (d) This Agreement shall constitute constitutes a legal, valid and binding obligation of the Depositor 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 at law. (e) The execution, delivery and performance by the Depositor of this Agreement and each other Basic Document to which the Depositor is a party, the consummation of the transactions contemplated by this Agreement hereby and thereby and the fulfillment of the terms hereof and thereof do not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of timetime or both) a default under, the certificate of formation or limited liability company agreement of the Depositor Depositor, or conflict with or breach violate 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, bound or to which any of its properties are subject; 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); nor violate any law or, to the best of the Depositor’s 's knowledge, any orderorder of any court, rule or regulation applicable to the Depositor of any court or its properties or of any federal or state State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties properties; which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (f) There is are no actionproceedings or investigations pending or, suit or proceeding to the Depositor's knowledge, threatened against the Depositor before or by any court or governmental court, regulatory body, administrative agency or body, domestic other governmental instrumentality having jurisdiction over the Depositor or foreign, now pending, or to the best of the Depositor’s knowledge, threatened, against or affecting the Depositor: its properties (i) asserting the invalidity of this Agreement, any other Basic Document, the Notes or the Certificates, (ii) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this AgreementAgreement or any of the other Basic Documents, (iii) seeking any determination or ruling that might would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement Agreement, any of the other Basic Documents, the Receivables, the Notes or the Certificates or (iv) relating to the Depositor and which might seeking any determination or ruling that would adversely affect the federal income tax attributes of the Trust Issuer or of the Notes or the Certificate or Certificates. (g) The representations and warranties of the NotesDepositor in Section 3.01 of the Receivables Purchase Agreement are true and correct.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Eligible Lender Trustee that as of the Closing Datethat: (a) The Depositor is duly organized and validly existing as a limited liability company in good standing banking corporation under the laws of the State Commonwealth of DelawareVirginia, 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, conducted except for such power and had at all relevant times and has power, authority and legal right to acquire, own and sell the Receivablesabsence of which would not have a material adverse effect on the Depositor. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Depositor to conduct its business or perform its obligations under this Agreement. (c) The Depositor has the requisite corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full the requisite corporate power and authority to sell and assign the property to be sold and assigned to the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, Trust (or with the Eligible Lender 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 the Trust (or to the Eligible Lender Trustee on behalf of the Trust) by all necessary corporate actionaction on the Depositor's part; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary corporate action. (dc) This Agreement shall constitute has been duly executed and delivered by the Depositor, and constitutes a legal, valid and binding obligation of the Depositor enforceable against the Depositor in accordance with its terms, except as such enforceability may be subject to or limited by the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, liquidation, fraudulent conveyance or other moratorium and similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto and subject to the enforcement application of creditors’ rights equitable principles in general and by general principles of equityany proceeding, regardless of whether such enforceability shall be considered in a proceeding in equity at law or in lawequity. (ed) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict withviolate, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the limited liability company agreement of the Depositor or conflict with or breach any of the terms or provisions or constitute (with or without notice or lapse of timetime or both) a default under under, the articles of incorporation or by-laws of the Depositor, or any material indenture, material agreement or other material instrument to which the Depositor is a party or by which it is bound, ; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such material indenture, material agreement or other material instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s 's knowledge, any 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 for such violations which breach, default, conflict, Lien or violation would not have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (fe) 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 best of the Depositor’s knowledge, threatened, against or affecting the Depositor: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation No consent of any federal or state governmental or administrative authority is required to be obtained by the Depositor prior to its entering into this Agreement or in connection with its consummation of the transactions expressly contemplated by this Agreementthe Basic Documents, (iii) seeking any determination or ruling other than those that might materially and adversely affect the performance have been obtained, except such as may be required by the Depositor blue sky laws of its obligations under, or any jurisdiction in connection with the validity or enforceability of, this Agreement or (iv) relating to the Depositor sale of and which might adversely affect the federal income tax attributes distribution of the Trust or the Certificate or the NotesNotes and Certificates for which no representation is being made.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that as of the Closing DateTrustee: (a) The Depositor is has been duly organized and is 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, and had at all relevant times times, and has has, power, authority and legal right to acquire, own and sell the ReceivablesReceivables and to perform its obligations under and consummate the transactions contemplated by the Basic Documents. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals approvals, in all jurisdictions each jurisdiction in which such qualification, license or approval is necessary for the ownership or lease performance of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Depositor to conduct its business or perform its obligations under this Agreementand consummation of the transactions contemplated by, the Basic Documents. (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 the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, on behalf of the Trust, Trustee as part of the Owner Trust Estate, 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 has have been duly authorized by the Depositor by all necessary corporate action. (d) This Agreement shall constitute constitutes a legal, valid and binding obligation of the Depositor 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 conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement of the Depositor Depositor, or conflict with or breach violate 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, ; 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); nor violate any law ornor, to the best of the Depositor’s knowledge, violate any law 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 properties; which breach, default, conflict, Lien lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (f) There is are no actionproceedings or investigations pending or, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or to the best of the Depositor’s knowledge, threatened, against before any court, regulatory body, administrative agency or affecting other governmental instrumentality having jurisdiction over the DepositorDepositor or its properties: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement, Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the federal income tax attributes of the Trust or the Certificate or the NotesAgreement.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that as of the Closing Dateand 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 times, and has 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 licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Depositor to conduct its business or perform its obligations under this Agreementqualifications. (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 the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, on behalf of the Trust, Trustee as part of the Owner Trust Estate, 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 has have been duly authorized by the Depositor by all necessary corporate action. (d) This Agreement shall constitute constitutes a legal, valid and binding obligation of the Depositor 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 conflict with, result in any breach of any of the terms and provisions of, 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 Depositor, or conflict with or breach violate 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, ; 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); 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 properties; which breach, default, conflict, Lien lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (f) There is are no actionproceedings or investigations pending or, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or to the best of the Depositor’s 's knowledge, threatened, against before any court, regulatory body, administrative agency or affecting other governmental instrumentality having jurisdiction over the DepositorDepositor or its properties: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement, Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the federal income tax attributes of the Trust or the Certificate or the Notes.Agreement. ARTICLE THREE

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that that, as of the Closing Date: (a) The Depositor is duly organized formed 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, 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 in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on of obtain such licenses and approvals would, in the ability reasonable judgment of the Depositor, materially and adversely affect the performance by the Depositor to conduct its business or perform of its obligations under under, or the validity or enforceability of, 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 the property to be sold and assigned to the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, on behalf of the Trust, as part of the Trust Estate, Issuer 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 has have been duly authorized by the Depositor by all necessary limited liability company action. (d) This The Depositor has duly executed and delivered this Agreement, and this Agreement shall constitute constitutes a legal, valid and binding obligation of the Depositor, enforceable against 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 Proceeding in equity or in at law. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, nor or constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement of the Depositor Depositor, or conflict with or breach any of the terms or provisions 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, ; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such material indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law Applicable Law or, to the best knowledge of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court Governmental Authority having jurisdiction over the Depositor or its properties. (f) There are no Proceedings or investigations pending or, to the knowledge of the Depositor, threatened against the Depositor, before any federal or state regulatory body, administrative agency or other governmental instrumentality Governmental Authority having jurisdiction over the Depositor or its properties which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (f) 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 best of the Depositor’s knowledge, threatened, against or affecting the Depositor: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, Agreement or (iii) seeking any determination or ruling that might could materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or Agreement. (ivg) relating to The representations and warranties of the Depositor and which might adversely affect the federal income tax attributes in Section 3.02 of the Trust or the Certificate or the Notes.Sale and Servicing Agreement are true and correct. ARTICLE THREE

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the CARAT Owner Trustee that as of the Closing Datethat: (a) The Depositor has been duly formed and is duly organized and 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, conducted and had at all relevant times times, and has now has, power, authority and legal right to acquire, own and sell transfer the ReceivablesSecured Notes contemplated to be transferred to the Trust pursuant to the Trust Sale and Administration Agreement. (b) The Depositor is duly qualified to do business as a foreign limited liability company entity in good standing, and has obtained all necessary 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 and where the failure to so qualify will have a material adverse effect on the ability of the Depositor to conduct its business or perform its obligations under this Agreementqualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and any other CARAT Transaction Documents to which the Depositor is a party, and to carry out its their respective terms; , the Depositor has full power and authority to sell and assign the property to be sold and assigned to the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, on behalf of the Trust, Trust as part of the CARAT Owner Trust Estate, Estate and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate limited liability company action; and the execution, delivery and performance of this Agreement has and any other CARAT Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company action. (d) This Agreement shall constitute 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 consummation of the transactions contemplated by this Agreement and any other CARAT Transaction Documents to which the Depositor is a party, and the fulfillment of the terms hereof of this Agreement and any other CARAT Transaction Documents to which the Depositor is a party, do not conflict with, result in any breach of any of the terms and provisions of, nor of or constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement (or similar organizational documents) of the Depositor Depositor, or conflict with or breach any of the terms or provisions 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, nor 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 CARAT Transaction Documents); nor , or 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 which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (f) 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 best of the Depositor’s knowledge, threatened, against or affecting the Depositor: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the federal income tax attributes of the Trust or the Certificate or the Notesproperties.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that as of the Closing Datethat: (a) The Depositor is has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power power, authority and authority legal right 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 times, and has the 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 in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on or to obtain such licenses and approvals would materially and adversely affect the ability performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement, any of the Depositor other Basic Documents to conduct its business which it is a party, the Receivables, the Notes or perform its obligations under this Agreementthe Certificates. (c) The Depositor has the power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and each other Basic Document to carry out its termswhich it is a party; the Depositor has full power and authority to sell sell, assign, transfer and assign convey the property to be sold and assigned to the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, on behalf of the Trust, Trustee as part of the Owner Trust Estate, Estate and the Depositor has duly authorized such sale and assignment and deposit to the Trust Issuer by all necessary corporate limited liability company action; and the execution, delivery and performance of this Agreement has and the other Basic Documents to which it is a party have been duly authorized by the Depositor by all necessary limited liability company action. (d) This Agreement shall constitute constitutes a legal, valid and binding obligation of the Depositor 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 at law. (e) The execution, delivery and performance by the Depositor of this Agreement and each other Basic Document to which the Depositor is a party, the consummation of the transactions contemplated by this Agreement hereby and thereby and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of timetime or both) a default under, the certificate of formation or limited liability company agreement of the Depositor Depositor, or conflict with or breach violate 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, bound or to which any of its properties are subject; 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); nor violate any law or, to the best of the Depositor’s 's knowledge, any orderorder of any court, rule or regulation applicable to the Depositor of any court or its properties or of any federal or state State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties properties; which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (f) There is are no actionproceedings or investigations pending or, suit or proceeding to the Depositor's knowledge, threatened against the Depositor before or by any court or governmental court, regulatory body, administrative agency or body, domestic other governmental instrumentality having jurisdiction over the Depositor or foreign, now pending, or to the best of the Depositor’s knowledge, threatened, against or affecting the Depositor: its properties (i) asserting the invalidity of this Agreement, any of the other Basic Documents, the Notes or the Certificates, (ii) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this AgreementAgreement and any of the other Basic Documents, (iii) seeking any determination or ruling that might would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement Agreement, any of the other Basic Documents, the Receivables, the Notes or the Certificates or (iv) relating to the Depositor and which might that would adversely affect the federal income tax attributes of the Trust Issuer or of the Notes or the Certificate or Certificates. (g) The representations and warranties of the NotesDepositor in Section 3.01 of the Receivables Purchase Agreement are true and correct.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that as of the Closing Dateand 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 times, and has 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 licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Depositor to conduct its business or perform its obligations under this Agreementqualifications. (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 the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, on behalf of the Trust, Trustee as part of the Owner Trust Estate, 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 has have been duly authorized by the Depositor by all necessary corporate action. (d) This Agreement shall constitute constitutes a legal, valid and binding obligation of the Depositor 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 conflict with, result in any breach of any of the terms and provisions of, 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 Depositor, or conflict with or breach violate 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, ; 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); 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 properties; which breach, default, conflict, Lien lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (f) There is are no actionproceedings or investigations pending or, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or to the best of the Depositor’s 's knowledge, threatened, against before any court, regulatory body, administrative agency or affecting other governmental instrumentality having jurisdiction over the DepositorDepositor or its properties: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement, Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the federal income tax attributes of the Trust or the Certificate or the NotesAgreement.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Eligible Lender Trustee that as of the Closing Datethat: (a) The Depositor is duly organized and validly existing as a limited liability company banking corporation in good standing under the laws of the State Commonwealth of DelawareVirginia, 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 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 licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Depositor to conduct its business or perform its obligations under this Agreementqualifications. (c) 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 the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, Trust (or with the Eligible Lender 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 the Trust (or to the Eligible Lender Trustee on behalf of the Trust) by all necessary corporate action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary corporate action. (d) This Agreement shall constitute 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 applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other reorganization and similar laws affecting relating to creditors' rights generally or the enforcement rights of creditors’ rights in general creditors of banks the deposit accounts of which are insured by the FDIC and by subject to general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or in law. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the limited liability company agreement of the Depositor or conflict with or breach any of the terms or provisions or constitute (with or without notice or lapse of timetime or both) a default under under, the articles of incorporation or by-laws of the Depositor, or any material indenture, agreement or other instrument to which the Depositor is a party or by which it is bound, ; 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); 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 which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositorproperties. (f) There is are no actionproceedings or investigations pending or, suit or proceeding to the Depositor's best knowledge, threatened before or by any court or governmental court, regulatory body, administrative agency or body, domestic other governmental instrumentality having jurisdiction over the Depositor or foreign, now pending, or to the best of the Depositor’s knowledge, threatened, against or affecting the Depositorits properties: (iA) asserting the invalidity of this Agreement, (iiB) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, Agreement or (iiiC) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the federal income tax attributes of the Trust or the Certificate or the NotesAgreement.

Representations and Warranties of the Depositor. The Depositor hereby represents makes the following representations and warrants to warranties for the Owner benefit of the Trustee that and the Certificateholders on which the Trustee relies in accepting the Trust Estate in trust and in authenticating the Certificates and on which the Certificateholders rely in acquiring their Certificates. Such representations and warranties are made as of the Closing Initial Delivery Date and, except as specifically provided herein, each additional Delivery Date:, and shall survive the transfer, conveyance and assignment of the Trust Estate to the Trustee. (a) The Depositor is a corporation duly organized and organized, validly existing as a limited liability company and in good standing under the laws law of the State of Delaware, with power Delaware and authority to own its properties and to conduct each other State where the nature of its business requires it to qualify, except to the extent that the failure to so qualify would not in the aggregate materially adversely affect the ability of the Depositor to perform its obligations under the Transaction Documents or otherwise materially adversely affect the interests of the Certificateholders, as such properties are currently owned and such business is presently conductedCertificateholders, and had at all relevant times and under the Transaction Documents. (b) The Depositor has the power, authority and legal right to acquireexecute, own deliver and sell perform under 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 licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability terms of the Depositor to conduct its business or perform its obligations 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 the property to be sold and assigned to the Trust under the Sale and Servicing Agreement 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 the Trust by all necessary corporate action; Transaction Documents and the execution, delivery and performance of this Agreement has the Transaction Documents have been duly authorized by the Depositor by all necessary corporate action. (dc) This Agreement shall constitute Each of (i) this Agreement, assuming due authorization, execution and delivery by the Trustee and the Servicer, (ii) the Servicing Agreement, assuming due authorization, execution and delivery by the Servicer, the Special Servicer, the Servicing Advisor and the Trustee, (iii) the applicable Certificate Purchase Agreement, assuming due authorization, execution and delivery by the purchaser(s) named therein, (iv) the Loan Acquisition Agreement, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor enforceable in accordance with its terms, terms except as that (A) such enforceability enforcement may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance moratorium or other similar laws affecting (whether statutory, regulatory or decisional) now or hereafter in effect relating to creditors' rights generally and (B) the enforcement remedy of creditors’ rights in general specific performance and by general principles injunctive and other forms of equityequitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, regardless of whether such enforceability shall be considered in a proceeding in equity at law or in lawequity. (ed) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do of the Transaction Documents to which the Depositor is a party will not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the limited liability company agreement of the Depositor or conflict with or breach any of the terms or provisions or constitute (with or without notice or notice, lapse of timetime or both) a default under the organizational documents or bylaws of the Depositor, or any indenture, agreement agreement, mortgage, deed of trust or other instrument to which the Depositor is a party or by which it is bound, nor result or 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 (such instrument, other than any Lien created or imposed pursuant to the Basic terms of such Transaction Documents); nor , or violate any law orlaw, 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 any of its properties properties. (e) There are no Proceedings or investigations to which breachthe Depositor, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects any of the Depositor. (f) There 's Affiliates, is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now a party pending, or or, to the best knowledge of the Depositor’s knowledge, threatened, against before any court, regulatory body, administrative agency or affecting the Depositor: other tribunal or governmental instrumentality (iA) asserting the invalidity of this Agreementthe Transaction Documents, (iiB) seeking to prevent the issuance of any of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Transaction Documents or (iiiC) seeking any determination or ruling that might would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement the Transaction Documents or (iv) relating to the Depositor and which might materially adversely affect the federal income tax attributes interests of the Trust Certificateholders, as Certificateholders, under the Transaction Documents. (f) All approvals, authorizations, consents, orders or other actions of any Person, or of any court, governmental agency or body or official, required in connection with the execution and delivery of the Transaction Documents and with the valid and proper authorization, issuance and sale of the Certificates pursuant to this Agreement (except approvals of state securities officials under the Blue Sky Laws), have been or will be taken or obtained on or prior to the applicable Delivery Date. (g) As of the Initial Delivery Date, the Depositor's principal place of business and chief executive office is located at 1000 Xxxxxxxxxx Xxxxxx, Suite 250B, San Francisco, California 94111 and the Depositor has done business only under the name Allegiance Funding Corp. I. (h) The Depositor hereby restates and makes each of the representations and warranties with respect to the Loans and the related Loan Collateral that are made by the Company in Section 3.01(a) and (b) of the Loan Acquisition Agreement as of the date on which such representations and warranties were made with references to the Company therein deemed to refer to the Depositor, as the context requires. (i) The Depositor is not an "investment company" as such term is defined in the Investment Company Act of 1940, as amended. (j) There has been no material adverse change in the financial condition of the Depositor since April 28, 1998 and all information concerning the Depositor furnished by the Depositor to the Certificateholder Agent, any Certificateholder, the Trustee or the Certificate Rating Agency in connection with the Transaction Documents or any transaction contemplated thereby is true and accurate in all material respects or based on reasonable estimates (but, if based on estimates, shall be identified as so based) on the Notesdate as of which such information is stated or certified, as applicable, and no such information contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein, in light of the circumstances under which such statements were made and taken as a whole, not misleading; provided that, to the extent that the representations and warranties of the Depositor contained in this subsection (j) relate to any such information that was not prepared by the Depositor or any of its Affiliates, then such representations and warranties are made by the Depositor solely to the best of its knowledge. As used in this clause, "information" does not include casual oral conversations or informal oral statements of opinions on which it would be unreasonable to rely.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Eligible Lender Trustee that as of the Closing Datethat: (a) The Depositor is duly organized and organized, validly existing as a limited liability company in good standing under the laws of the State of Delawarenational banking association, 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, conducted except for such power and had at all relevant times and has power, authority and legal right to acquire, own and sell the Receivablesabsence of which would not have a material adverse effect on the Depositor. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Depositor to conduct its business or perform its obligations under this Agreement. (c) The Depositor has the requisite corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full requisite corporate power and authority to sell and assign the property to be sold and assigned to the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, Trust (or with the Eligible Lender 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 the Trust (or to the Eligible Lender Trustee on behalf of the Trust) by all necessary corporate actionaction on the Depositor's part; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary actioncorporate action on their respective parts. (dc) This Agreement shall constitute has been duly executed and delivered by the Depositor, and constitutes a legal, valid and binding obligation of the Depositor enforceable against the Depositor in accordance with its terms, except as such enforceability may be subject to or limited by the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, liquidation, fraudulent conveyance or other moratorium and similar laws relating to or affecting creditors' rights generally and court decisions with respect thereto and subject to the enforcement application of creditors’ rights equitable principles in general and by general principles of equityany proceeding, regardless of whether such enforceability shall be considered in a proceeding in equity at law or in lawequity. (ed) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict violate with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the limited liability company agreement of the Depositor or conflict with or breach any of the terms or provisions or constitute (with or without notice or lapse of timetime or both) a default under under, the articles of incorporation or by-laws of the Depositor, or any material indenture, agreement or other material instrument to which the Depositor is a party or by which it is bound, ; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such material indenture, agreement or other material instrument (other than pursuant to the Basic Documents); 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 State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties except for such violations which breach, default, conflict, Lien or violation would not have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (fe) 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 best of the Depositor’s knowledge, threatened, against or affecting the Depositor: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation No consent of any Federal or state governmental or administrative authority is required to be obtained by the Depositor prior to its entering into this Agreement or in connection with its consummation of the transactions expressly contemplated by this Agreementthe Basic Documents, (iii) seeking any determination or ruling other than those that might materially and adversely affect the performance have been obtained except such as may be required by the Depositor blue sky laws of its obligations under, or any jurisdiction in connection with the validity or enforceability of, this Agreement or (iv) relating to the Depositor sale of and which might adversely affect the federal income tax attributes distribution of the Trust or the Certificate or the NotesNotes and Certificates for which no representation is being made.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that as of and the Closing DateDelaware 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 busi-ness 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 partnership in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Depositor to conduct its business or perform its obligations under this Agreementqualifications. (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 the Trust under the Sale and Servicing Agreement to, and deposited with the Owner Trusteewith, on behalf of the Trust, as part of the Trust Estate, and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate actionTrust; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary actionDepositor. (d) This Agreement shall constitute constitutes a legal, valid valid, and binding obligation of the Depositor, enforceable against the Depositor enforceable in accordance with its terms, except subject, as such enforceability may be subject to or limited by enforceability, to applicable bankruptcy, insolvency, reorganization, moratoriumconservatorship, liquidationreceivership, fraudulent conveyance or liquidation and other similar laws affecting the enforcement of creditors’ rights in and to general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or in lawequitable principles. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the limited liability company agreement of the Depositor or conflict with or breach any of the terms or provisions or constitute (with or without notice or lapse of timetime or both) a default under under, the Certificate of Limited Partnership or the Limited Partnership Agreement, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound, ; 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); 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 which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositorproperties. (f) There is are no actionproceedings or investigations pending or, suit or proceeding to the Depositors best knowledge, threatened before or by any court or governmental court, regulatory body, administrative agency or body, domestic other governmental instrumentality having jurisdiction over the Depositor or foreign, now pending, or to the best of the Depositor’s knowledge, threatened, against or affecting the Depositorits properties: (i) asserting the invalidity of this Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificates, (ii) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the federal income tax attributes attributes, or Applicable Tax State franchise or income tax attributes, of the Trust or Notes and the Certificate or Certificates. (g) The representations and warranties of the NotesDepositor 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 as of the Closing Dateand Delaware Trustee that: (a) The Depositor is has been duly organized and is 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, and had at all relevant times times, and has 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 in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Depositor to conduct its business or perform its obligations under this Agreementqualifications. (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 the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, on behalf of the Trust, Trustee as part of the Owner Trust Estate, 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 has have been duly authorized by the Depositor by all necessary corporate action. (d) This Agreement shall constitute constitutes a legal, valid and binding obligation of the Depositor 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 conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement of the Depositor Depositor, or conflict with or breach violate 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, ; 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); 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 properties; which breach, default, conflict, Lien lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (f) There is are no actionproceedings or investigations pending or, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or to the best of the Depositor’s knowledge, threatened, against before any court, regulatory body, administrative agency or affecting other governmental instrumentality having jurisdiction over the DepositorDepositor or its properties: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement, Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the federal income tax attributes of the Trust or the Certificate or the NotesAgreement.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that as of the Closing Datethat: (a) The Depositor is has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power power, authority and authority legal right 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 times, and has the 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 in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on or to obtain such licenses and approvals would materially and adversely affect the ability performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement, any of the Depositor other Basic Documents to conduct its business which it is a party, the Receivables, the Notes or perform its obligations under this Agreementthe Certificates. (c) The Depositor has the power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and each other Basic Document to carry out its termswhich it is a party; the Depositor has full power and authority to sell sell, assign, transfer and assign convey the property to be sold and assigned to the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, on behalf of the Trust, Trustee as part of the Owner Trust Estate, Estate and the Depositor has duly authorized such sale and assignment and deposit to the Trust Issuer by all necessary corporate limited liability company action; and the execution, delivery and performance of this Agreement has and the other Basic Documents to which it is a party have been duly authorized by the Depositor by all necessary limited liability company action. (d) This Agreement shall constitute constitutes a legal, valid and binding obligation of the Depositor 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 at law. (e) The execution, delivery and performance by the Depositor of this Agreement and each other Basic Document to which the Depositor is a party, the consummation of the transactions contemplated by this Agreement hereby and thereby and the fulfillment of the terms hereof and thereof do not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of timetime or both) a default under, the certificate of formation or limited liability company agreement of the Depositor Depositor, or conflict with or breach violate 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, bound or to which any of its properties are subject; 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); nor violate any law or, to the best of the Depositor’s 's knowledge, any orderorder of any court, rule or regulation applicable to the Depositor of any court or its properties or of any federal or state State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties properties; which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (f) There is are no actionproceedings or investigations pending or, suit or proceeding to the Depositor's knowledge, threatened against the Depositor before or by any court or governmental court, regulatory body, administrative agency or body, domestic other governmental instrumentality having jurisdiction over the Depositor or foreign, now pending, or to the best of the Depositor’s knowledge, threatened, against or affecting the Depositor: its properties (i) asserting the invalidity of this Agreement, any of the other Basic Documents, the Notes or the Certificates, (ii) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this AgreementAgreement or any of the other Basic Documents, (iii) seeking any determination or ruling that might would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement Agreement, any of the other Basic Documents, the Receivables, the Notes or the Certificates or (iv) relating to the Depositor and which might that would adversely affect the federal income tax attributes of the Trust Issuer or of the Notes or the Certificate or Certificates. (g) The representations and warranties of the NotesDepositor in Section 3.01 of the Receivables Purchase Agreement are true and correct.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that as of Eligible Lender Trustee, the Closing DateSwap Counterparty and the Securities Insurer that: (a) The Depositor is duly organized and validly existing as a Delaware 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, 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 in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Depositor to conduct its business or perform its obligations under this 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 the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, Trust (or with the Eligible Lender 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 the Trust (or to the Eligible Lender Trustee on behalf of the Trust) by all necessary corporate limited liability company action; and the execution, delivery and performance of this Trust Agreement has been duly authorized by the Depositor by all necessary limited liability company action. (dc) This Trust Agreement shall constitute 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 applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other reorganization and similar laws affecting the enforcement of relating to creditors’ rights in general generally or the rights of creditors of banks the deposit accounts of which are insured by the FDIC and by subject to general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or in law. (ed) The consummation of the transactions contemplated by this Trust Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, nor or constitute (with or without notice or lapse of timetime or both) a default under, the limited liability company agreement and the other organizational documents of the Depositor Depositor, or conflict with or breach any of the terms or provisions 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, ; 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); 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 which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositorproperties. (f) 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 best of the Depositor’s knowledge, threatened, against or affecting the Depositor: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the federal income tax attributes of the Trust or the Certificate or the Notes.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants warrants, as to itself, to the Owner Eligible Lender Trustee that as of the Closing Dateand any Swap Counterparties that: (ai) The Depositor It 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 currently conducted, and had at all relevant times and has power, authority and legal right to acquire, own and sell the Receivables. (bii) The Depositor It is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and except where the failure to do so qualify (both singly and in the aggregate) will not have a material adverse effect on the ability conduct of the Depositor to conduct its business business, operations or perform its obligations under this Agreementfinancial condition. (ciii) The Depositor It 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 the Trust under the Sale and Servicing Agreement 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 the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement has have been duly authorized by the Depositor it by all necessary limited liability company action; the Depositor has full power and authority to transfer and assign the property to be transferred and assigned to, and to be deposited with, the Trustee; and the Depositor has duly authorized such transfer and assignment to the Trust by all necessary limited liability company action. (div) This Agreement shall constitute a constitutes its 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 applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other reorganization and similar laws affecting the enforcement of relating to creditors’ ' rights in general generally and by subject to general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or in law. (ev) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the limited liability company agreement of the Depositor or conflict with or breach any of the terms or provisions or constitute (with or without notice or lapse of timetime or both) a default under under, its certificate of incorporation or by-laws, or any indenture, agreement or other instrument to which the Depositor it is a party or by which it is bound, ; 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); nor violate any law or, to the best of the Depositor’s its knowledge, any order, rule or regulation applicable to the Depositor it of any court or of any federal Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over it or its properties. (vi) There are no proceedings or investigations pending or, to its best knowledge, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (f) 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 best of the Depositor’s knowledge, threatened, against or affecting the Depositorproperties: (iA) asserting the invalidity of this Agreement, (iiB) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, Agreement or (iiiC) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor it of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the federal income tax attributes of the Trust or the Certificate or the NotesAgreement.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that as of the Closing Datethat: (a) The Depositor is has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power power, authority and authority legal right 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 times, and has 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 in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on or to obtain such licenses and approvals would materially and adversely affect the ability performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement, any of the Depositor other Basic Documents to conduct its business which it is a party, the Receivables, the Notes or perform its obligations under this Agreementthe Certificates. (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 the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, on behalf of the Trust, Trustee as part of the Owner Trust Estate, Estate and the Depositor has duly authorized such sale and assignment and deposit to the Trust Issuer by all necessary corporate limited liability company action; and the execution, delivery and performance of this Agreement has have been duly authorized by the Depositor by all necessary limited liability company action. (d) This Agreement shall constitute constitutes a legal, valid and binding obligation of the Depositor 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 at law. (e) The execution, delivery and performance by the Depositor of this Agreement and the other Basic Documents to which it is a party, 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, nor constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement of the Depositor or Depositor, (ii) conflict with or breach violate 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, nor (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); nor , 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 properties, in each case which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (f) There is are no actionproceedings or investigations pending or, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or to the best of the Depositor’s 's knowledge, threatened, against before any court, regulatory body, administrative agency or affecting other governmental instrumentality having jurisdiction over the DepositorDepositor or its properties: (i) asserting the invalidity of this Agreement, any of the other Basic Documents, the Notes or the Certificates, (ii) seeking to prevent the issuance of the Notes or Certificates or the consummation of any of the transactions contemplated by this Agreement, Agreement and any of the other Basic Documents or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the federal income tax attributes Agreement, any of the Trust other Basic Documents, the Receivables, the Notes or the Certificate or the NotesCertificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that as of and the Closing DateDelaware 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, 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 in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Depositor to conduct its business or perform its obligations under this Agreementqualifications. (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 the Trust under the Sale and Servicing Agreement to, and deposited with the Owner Trusteewith, on behalf of the Trust, as part of the Trust Estate, and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate actionTrust; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary actionDepositor. (d) This Agreement shall constitute constitutes a legal, valid valid, and binding obligation of the Depositor, enforceable against the Depositor enforceable in accordance with its terms, except subject, as such enforceability may be subject to or limited by enforceability, to applicable bankruptcy, insolvency, reorganization, moratoriumconservatorship, liquidationreceivership, fraudulent conveyance or liquidation and other similar laws affecting the enforcement of creditors’ rights in and to general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or in lawequitable principles. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the limited liability company agreement of the Depositor or conflict with or breach any of the terms or provisions or constitute (with or without notice or lapse of timetime or both) a default under under, the Certificate of Formation or the Limited Liability Company Agreement, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound, ; 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); 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, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositorproperties. (f) There is are no actionproceedings or investigations pending or, suit or proceeding to the Depositor's best knowledge, threatened before or by any court or governmental court, regulatory body, administrative agency or body, domestic other governmental instrumentality having jurisdiction over the Depositor or foreign, now pending, or to the best of the Depositor’s knowledge, threatened, against or affecting the Depositorits properties: (i) asserting the invalidity of this Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificates, (ii) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the federal income tax attributes of the Trust or the Certificate or the Notes.)

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner 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 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, and had at all relevant times and has 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 all jurisdictions it is required to be qualified to do business as a foreign corporation under law and is in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications and where in which the failure to so qualify will would have a material adverse effect on the ability business, properties, assets or condition (financial or other) of the Depositor to conduct its business or perform its obligations under this AgreementDepositor. (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 convey and assign the property to be sold conveyed and assigned to the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, on behalf of the Trust, Trust as part of the Trust Estate, 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 Owner Trust Agreement has have been duly authorized by the Depositor by all necessary corporate action. (d) This Agreement shall constitute 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. (eiv) The consummation of the transactions contemplated by this Owner Trust Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, nor 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 Depositor, or conflict with or breach any of the terms or provisions 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, ; 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); 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 breachproperties. (v) The Trust is 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. (vi) The transfer of the Mortgage Loans to the Trust as contemplated herein requires no regulatory approval, defaultother than any such approvals as have been obtained, conflictand is not subject to any bulk transfer or similar law in effect in any applicable jurisdiction. (vii) No litigation is pending or, Lien to the best of the Depositor's knowledge, threatened against the Depositor that, if determined adversely to the Depositor, would prohibit the Depositor from entering into this Owner Trust Agreement or, in the Depositor's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Depositor to perform its obligations under this Owner Trust Agreement or violation would have a material adverse effect on the earnings, business affairs or business prospects financial condition of the Depositor. (fviii) There The Depositor is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or transferring the Mortgage Loans to the best of the Depositor’s knowledge, threatened, against or affecting the Depositor: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation Trust free and clear of any of the transactions contemplated by this Agreementliens, (iii) seeking any determination or ruling that might materially pledges, charges and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the federal income tax attributes of the Trust or the Certificate or the Notessecurity interests.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that as of the Closing Dateand 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 times, and has 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 licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Depositor to conduct its business or perform its obligations under this Agreementqualifications. (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 the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, on behalf of the Trust, Trustee as part of the Owner Trust Estate, 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 has have been duly authorized by the Depositor by all necessary corporate action. (d) This Agreement shall constitute constitutes a legal, valid and binding obligation of the Depositor 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 conflict with, result in any breach of any of the terms and provisions of, 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 Depositor, or conflict with or breach violate 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, ; 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); 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 properties; which breach, default, conflict, Lien lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (f) There is are no actionproceedings or investigations pending or, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or to the best of the Depositor’s knowledge, threatened, against before any court, regulatory body, administrative agency or affecting other governmental instrumentality having jurisdiction over the DepositorDepositor or its properties: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the issuance of the Trust Certificates or the consummation of any of the transactions contemplated by this Agreement, Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the federal income tax attributes of the Trust or the Certificate or the Notes.Agreement. ARTICLE THREE TRUST CERTIFICATES AND TRANSFER OF INTERESTS

Representations and Warranties of the Depositor. The ----------------------------------------------- Depositor hereby represents and warrants to the Owner Eligible Lender Trustee that as of the Closing Datethat: (a) The Depositor is duly organized and validly existing as a limited liability company banking corporation in good standing under the laws of the State Commonwealth of DelawareVirginia, 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 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 licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Depositor to conduct its business or perform its obligations under this Agreementqualifications. (c) 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 the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, Trust (or with the Eligible Lender 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 the Trust (or to the Eligible Lender Trustee on behalf of the Trust) by all necessary corporate action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary corporate action. (d) This Agreement shall constitute 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 applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other reorganization and similar laws affecting relating to creditors' rights generally or the enforcement rights of creditors’ rights in general creditors of banks the deposit accounts of which are insured by the FDIC and by subject to general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or in law. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the limited liability company agreement of the Depositor or conflict with or breach any of the terms or provisions or constitute (with or without notice or lapse of timetime or both) a default under under, the articles of incorporation or by-laws of the Depositor, or any material indenture, agreement or other instrument to which the Depositor is a party or by which it is bound, ; 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); 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 which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositorproperties. (f) There is are no actionproceedings or investigations pending or, suit or proceeding to the Depositor's best knowledge, threatened before or by any court or governmental court, regulatory body, administrative agency or body, domestic other governmental instrumentality having jurisdiction over the Depositor or foreign, now pending, or to the best of the Depositor’s knowledge, threatened, against or affecting the Depositorits properties: (iA) asserting the invalidity of this Agreement, (iiB) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, Agreement or (iiiC) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the federal income tax attributes of the Trust or the Certificate or the NotesAgreement.

Representations and Warranties of the Depositor. The Depositor hereby represents makes the following representations and warrants to warranties for the Owner benefit of the Trustee that and the Certificateholders on which the Trustee relies in accepting the Trust Estate in trust and in authenticating the Certificates and on which the Certificateholders rely in acquiring their Certificates. Such representations and warranties are made as of the Closing Initial Delivery Date and, except as specifically provided herein, each additional Delivery Date:, and shall survive the transfer, conveyance and assignment of the Trust Estate to the Trustee. (a) The Depositor is a corporation duly organized and organized, validly existing as a limited liability company and in good standing under the laws law of the State of Delaware, with power Delaware and authority to own its properties and to conduct each other State where the nature of its business requires it to qualify, except to the extent that the failure to so qualify would not in the aggregate materially adversely affect the ability of the Depositor to perform its obligations under the Transaction Documents or otherwise materially adversely affect the interests of the Certificateholders, as such properties are currently owned and such business is presently conductedCertificateholders, and had at all relevant times and under the Transaction Documents. (b) The Depositor has the power, authority and legal right to acquireexecute, own deliver and sell perform under 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 licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability terms of the Depositor to conduct its business or perform its obligations 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 the property to be sold and assigned to the Trust under the Sale and Servicing Agreement 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 the Trust by all necessary corporate action; Transaction Documents and the execution, delivery and performance of this Agreement has the Transaction Documents have been duly authorized by the Depositor by all necessary corporate action. (dc) This Agreement shall constitute Each of (i) this Agreement, assuming due authorization, execution and delivery by the Trustee and the Servicer, (ii) the Servicing Agreement, assuming due authorization, execution and delivery by the Servicer, the Special Servicer, the Servicing Advisor and the Trustee, (iii) the applicable Certificate Purchase Agreement, assuming due authorization, execution and delivery by the purchaser(s) named therein, (iv) the Loan Acquisition Agreement, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor enforceable in accordance with its terms, terms except as that (A) such enforceability enforcement may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance moratorium or other similar laws affecting (whether statutory, regulatory or decisional) now or hereafter in effect relating to creditors' rights generally and (B) the enforcement remedy of creditors’ rights in general specific performance and by general principles injunctive and other forms of equityequitable relief may be subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, regardless of whether such enforceability shall be considered in a proceeding in equity at law or in lawequity. (ed) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do of the Transaction Documents to which the Depositor is a party will not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the limited liability company agreement of the Depositor or conflict with or breach any of the terms or provisions or constitute (with or without notice or notice, lapse of timetime or both) a default under the organizational documents or bylaws of the Depositor, or any indenture, agreement agreement, mortgage, deed of trust or other instrument to which the Depositor is a party or by which it is bound, nor result or 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 (such instrument, other than any Lien created or imposed pursuant to the Basic terms of such Transaction Documents); nor , or violate any law orlaw, 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 any of its properties properties. (e) There are no Proceedings or investigations to which breachthe Depositor, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects any of the Depositor. (f) There 's Affiliates, is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now a party pending, or or, to the best knowledge of the Depositor’s knowledge, threatened, against before any court, regulatory body, administrative agency or affecting the Depositor: other tribunal or governmental instrumentality (iA) asserting the invalidity of this Agreementthe Transaction Documents, (iiB) seeking to prevent the issuance of any of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Transaction Documents or (iiiC) seeking any determination or ruling that might would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement the Transaction Documents or (iv) relating to the Depositor and which might materially adversely affect the federal income tax attributes interests of the Trust Certificateholders, as Certificateholders, under the Transaction Documents. (f) All approvals, authorizations, consents, orders or other actions of any Person, or of any court, governmental agency or body or official, required in connection with the execution and delivery of the Transaction Documents and with the valid and proper authorization, issuance and sale of the Certificates pursuant to this Agreement (except approvals of state securities officials under the Blue Sky Laws), have been or will be taken or obtained on or prior to the applicable Delivery Date. (g) As of the Initial Delivery Date, the Depositor's principal place of business and chief executive office is located at 0000 Xxxxxxxxxx Xxxxxx, Suite 250B, San Francisco, California 94111 and the Depositor has done business only under the name Allegiance Funding Corp. I. (h) The Depositor hereby restates and makes each of the representations and warranties with respect to the Loans and the related Loan Collateral that are made by the Company in Section 3.01(a) and (b) of the Loan Acquisition Agreement as of the date on which such representations and warranties were made with references to the Company therein deemed to refer to the Depositor, as the context requires. (i) The Depositor is not an "investment company" as such term is defined in the Investment Company Act of 1940, as amended. (j) There has been no material adverse change in the financial condition of the Depositor since April 28, 1998 and all information concerning the Depositor furnished by the Depositor to the Certificateholder Agent, any Certificateholder, the Trustee or the Certificate Rating Agency in connection with the Transaction Documents or any transaction contemplated thereby is true and accurate in all material respects or based on reasonable estimates (but, if based on estimates, shall be identified as so based) on the Notesdate as of which such information is stated or certified, as applicable, and no such information contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained herein or therein, in light of the circumstances under which such statements were made and taken as a whole, not misleading; provided that, to the extent that the representations and -------- warranties of the Depositor contained in this subsection (j) relate to any such information that was not prepared by the Depositor or any of its Affiliates, then such representations and warranties are made by the Depositor solely to the best of its knowledge. As used in this clause, "information" does not include casual oral conversations or informal oral statements of opinions on which it would be unreasonable to rely.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that as of the Closing Datethat: (a) The Depositor is duly organized and validly existing as a Delaware limited liability company in good standing under the laws of the State of DelawareDelaware , 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 in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Depositor to conduct its business or perform its obligations under this 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 the Trust under the Sale and Servicing Agreement and deposited with the Owner TrusteeTrust (or with respect to legal title to the Financed Student Loans, with the Eligible Lender 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 the Trust (or with respect to legal title to the Financed Student Loans, to the Eligible Lender Trustee on behalf of the Trust) by all necessary corporate limited liability company action; and the execution, delivery and performance of this Trust Agreement has been duly authorized by the Depositor by all necessary limited liability company action. (dc) This Trust Agreement shall constitute 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 applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other reorganization and similar laws affecting the enforcement of relating to creditors’ rights in general generally or the rights of creditors of banks the deposit accounts of which are insured by the FDIC and by subject to general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or in law. (ed) The consummation of the transactions contemplated by this Trust Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, nor or constitute (with or without notice or lapse of timetime or both) a default under, the limited liability company agreement and the other organizational documents of the Depositor Depositor, or conflict with or breach any of the terms or provisions 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, ; 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); 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 which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositorproperties. (f) 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 best of the Depositor’s knowledge, threatened, against or affecting the Depositor: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the federal income tax attributes of the Trust or the Certificate or the Notes.

Representations and Warranties of the Depositor. The ----------------------------------------------- Depositor hereby represents and warrants to the Owner Trustee that as of the Closing Datethat: (a) The Depositor is has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power power, authority and authority legal right 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 times, and has 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 in good standing, standing and has obtained all necessary licenses and approvals in all jurisdictions each jurisdiction in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on or to obtain such licenses and approvals would materially and adversely affect the ability performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement, any of the Depositor other Basic Documents to conduct its business which it is a party, the Receivables, the Notes or perform its obligations under this Agreementthe Certificates. (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 the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, on behalf of the Trust, Trustee as part of the Owner Trust Estate, Estate and the Depositor has duly authorized such sale and assignment and deposit to the Trust Issuer by all necessary corporate limited liability company action; and the execution, delivery and performance of this Agreement has have been duly authorized by the Depositor by all necessary limited liability company action. (d) This Agreement shall constitute constitutes a legal, valid and binding obligation of the Depositor 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 at law. (e) The execution, delivery and performance by the Depositor of this Agreement and the other Basic Documents to which the Depositor is a party, the consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement of the Depositor Depositor, or conflict with or breach violate 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, ; 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); 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 properties; which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (f) There is are no actionproceedings or investigations pending or, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or to the best of the Depositor’s 's knowledge, threatened, against before any court, regulatory body, administrative agency or affecting other governmental instrumentality having jurisdiction over the DepositorDepositor or its properties: (i) asserting the invalidity of this Agreement, any of the other Basic Documents, the Notes or the Certificates, (ii) seeking to prevent the issuance of the Notes or Certificates or the consummation of any of the transactions contemplated by this Agreement, Agreement and any of the other Basic Documents or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the federal income tax attributes Agreement, any of the Trust other Basic Documents, the Receivables, the Notes or the Certificate or the NotesCertificates.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that as of the Closing Datethat: (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, 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, standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications and where in which the failure to so qualify will would have a material adverse effect on the business, properties, assets or condition (financial or otherwise) of the Depositor and the ability of the Depositor to conduct its business or perform its obligations 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 the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, on behalf of the Trust, Trust as part of the Trust Estate, 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 has have been duly authorized by the Depositor by all necessary corporate action. (d) Upon the conveyance by the Depositor of the Trust Estate and receipt of the Trust Estate by the Owner Trustee on behalf of the Trust under this Agreement, the Trust will own the Trust Estate free and clear of any Lien (other than a Lien pursuant to the Indenture) and the Owner Trustee will have the right on behalf of the Trust to grant and deliver the Trust Estate to the Indenture Trustee in accordance with the Indenture and Section 2.03 of this Agreement. (e) This Agreement shall constitute has been duly and validly authorized, executed and delivered by, and constitutes a legal, valid and binding obligation of agreement of, the Depositor, enforceable against the Depositor enforceable in accordance with its terms, except subject, as such to enforceability may be subject of remedies, to or limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance reorganization or other similar laws affecting the enforcement of creditors’ ' rights in general generally and by to general principles of equity, equity and equitable remedies (regardless of whether the enforceability of such enforceability shall be remedies is considered in a proceeding in equity at law or in lawequity). (ef) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and or provisions of, nor 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 Depositor, or conflict with or breach any of the terms or provisions 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, ; 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); 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, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositorproperties. (f) 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 best of the Depositor’s knowledge, threatened, against or affecting the Depositor: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the federal income tax attributes of the Trust or the Certificate or the Notes.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that as of and the Closing DateDelaware 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 busi-ness 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 partnership in good standing, and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Depositor to conduct its business or perform its obligations under this Agreementqualifications. (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 the Trust under the Sale and Servicing Agreement to, and deposited with the Owner Trusteewith, on behalf of the Trust, as part of the Trust Estate, and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate actionTrust; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary actionDepositor. (d) This Agreement shall constitute constitutes a legal, valid valid, and binding obligation of the Depositor, enforceable against the Depositor enforceable in accordance with its terms, except subject, as such enforceability may be subject to or limited by enforceability, to applicable bankruptcy, insolvency, reorganization, moratoriumconservatorship, liquidationreceivership, fraudulent conveyance or liquidation and other similar laws affecting the enforcement of creditors’ rights in and to general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or in lawequitable principles. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the limited liability company agreement of the Depositor or conflict with or breach any of the terms or provisions or constitute (with or without notice or lapse of timetime or both) a default under under, the Certificate of Limited Partnership or the Limited Partnership Agreement, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound, ; 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); 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, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositorproperties. (f) There is are no actionproceedings or investigations pending or, suit or proceeding to the Depositor's best knowledge, threatened before or by any court or governmental court, regulatory body, administrative agency or body, domestic other governmental instrumentality having jurisdiction over the Depositor or foreign, now pending, or to the best of the Depositor’s knowledge, threatened, against or affecting the Depositorits properties: (i) asserting the invalidity of this Agreement, the Indenture, any of the other Basic Documents, the Notes or the Certificates, (ii) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Indenture or any of the other Basic Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and which might adversely affect the federal income tax attributes attributes, or Applicable Tax State franchise or income tax attributes, of the Trust or Notes and the Certificate or Certificates. (g) The representations and warranties of the NotesDepositor in Section 3.1 of the Purchase Agreement are true and correct.