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

Representations and Warranties of the Depositor. The Depositor hereby represents, warrants and covenants to the Trustee that as of the Startup Day: (a) The Depositor is a limited liability company duly formed and validly existing under the laws governing its creation and existence, is not in violation of the laws of any state in which any Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a party. (b) The execution and delivery of this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Depositor and will not violate the Depositor’s certificate of formation or amended and restated limited liability company agreement or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material contract, agreement or other instrument to which the Depositor is a party or by which the Depositor is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or any of its properties. (c) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s knowledge, threatened against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a party. (f) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading. (g) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Loan, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released). (h) As of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a party.

Representations and Warranties of the Depositor. The Depositor hereby represents, warrants and covenants to the Trustee and the Servicer that as of the Startup DayClosing Date: (ai) The Depositor is a limited liability company corporation duly formed and validly existing under the laws governing its creation and existence, is not in violation of compliance with the laws of any each state in which any Mortgaged Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business business, or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a party.; (bii) The execution and delivery of this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company corporate action on the part of the Depositor and will not violate the Depositor’s certificate of formation Charter or amended and restated limited liability company agreement Bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material contract, agreement or other instrument to which the Depositor is a party or by which the Depositor is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or any of its properties.; (ciii) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law).; (div) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party.; (ev) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s knowledge, threatened against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans Mortgage Loans, the issuance of the Certificates or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a party.; (fvi) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading.[Reserved]; (gvii) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Mortgage Loan, the Depositor had good and equitable title to each Home Equity Mortgage Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lienlien (except, with respect to any second lien Mortgage Loan, the related First Lien), claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released).nature; (hviii) As of the Startup DayClosing Date, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Mortgage Loans to the Trustee on behalf of the Trust Fund; (ix) The Depositor is solvent and will not be made insolvent by the transfer of the Mortgage Loans, and the Depositor is not aware of any impending insolvency. The Depositor has not transferred the Mortgage Loans to the Trustee on behalf of the Trust Fund with any intent to hinder, delay or defraud any of its creditors.; (jx) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a party; and (xi) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Depositor hereunder are not subject to the bulk transfer laws of any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Depositor. The Depositor hereby represents, warrants and covenants to the Trustee and the Servicer that as of the Startup DayClosing Date: (ai) The Depositor is a limited liability company corporation duly formed and validly existing under the laws governing its creation and existence, is not in violation of compliance with the laws of any each state in which any Mortgaged Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business business, or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a party. (bii) The execution and delivery of this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company corporate action on the part of the Depositor and will not violate the Depositor’s certificate of formation Charter or amended and restated limited liability company agreement Bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material contract, agreement or other instrument to which the Depositor is a party or by which the Depositor is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or any of its properties. (ciii) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (div) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (ev) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s knowledge, threatened against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans Mortgage Loans, the issuance of the Certificates or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a party. (fvi) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading[Reserved]. (gvii) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust Fund of each Home Equity Mortgage Loan, the Depositor had good and equitable title to each Home Equity Mortgage Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lienlien (except, with respect to any second lien Mortgage Loan, the related First Lien), claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released)nature. (hviii) As of the Startup DayClosing Date, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Mortgage Loans to the Trustee on behalf of the Trust Fund. (ix) The Depositor is solvent and will not be made insolvent by the transfer of the Mortgage Loans, and the Depositor is not aware of any impending insolvency. The Depositor has not transferred the Mortgage Loans to the Trustee on behalf of the Trust Fund with any intent to hinder, delay or defraud any of its creditors. (jx) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a party. (xi) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Depositor hereunder are not subject to the bulk transfer laws of any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Depositor. The Depositor hereby represents, represents and warrants and covenants to the Owner Trustee that as of the Startup Daythat: (ai) The Depositor is a limited liability company duly formed organized and validly existing as a corporation in good standing under the laws governing its creation and existence, is not in violation of the laws State of any state 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. (ii) The Depositor is duly qualified to do business as a foreign corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which any Property the ownership or lease of its property or the Depositor is located conduct of its business shall require such qualifications and in which the failure to so qualify would have a material adverse effect on the business, properties, assets or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. Depositor. (iii) The Depositor has all requisite limited liability company the power and authority to own execute and operate its properties, deliver this Trust Agreement and to carry out its business as presently conducted terms; the Depositor has full power and as proposed authority to convey and assign the property to be conducted conveyed and assigned to enter into and discharge its obligations under this Agreement deposited with the Trust as part of the Collateral and the other Operative Documents Depositor has duly authorized such conveyance and assignment and deposit to which it is a party. (b) The execution the Trust by all necessary corporate action; and the execution, delivery and performance of this Trust Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by the Depositor by all necessary limited liability company action on the part corporate action. (iv) The consummation of the Depositor transactions contemplated by this Trust Agreement and will the fulfillment of the terms hereof do not violate conflict with, result in any breach of any of the Depositor’s certificate of formation or amended terms and restated limited liability company agreement provisions of, or constitute a default (with or an event which, with without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement of the Depositor, or both, would constitute a default) under, or result in a breach of, any material contractindenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the Depositor is bound creation or violate any statute or any order, rule or regulation imposition of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or Lien upon any of its properties. (c) This Agreement and the other Operative Documents properties pursuant to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereofof any such indenture, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium agreement or other similar laws affecting creditors’ rights generally and by general principles of equity instrument (whether considered in a proceeding or action in equity or at lawother than pursuant to the Basic Documents). (d) The Depositor is not in default with respect to ; nor violate any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process law or, to the best of the Depositor’s knowledge, threatened against any order, rule or regulation applicable to the Depositor which litigationof any court or of any federal or state regulatory body, proceeding administrative agency or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of governmental instrumentality having jurisdiction over the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a partyproperties. (fv) The statements contained in Trust is not required to register as an investment company under the Registration Statement which describe Investment Company Act and is not under the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement control of a material fact with respect to the Depositor or omit to state a material fact Person required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleadingso register. (g) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Loan, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released). (h) As of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a party.

Representations and Warranties of the Depositor. The Depositor hereby represents, warrants and covenants to the Trustee Trustee, the Certificate Insurer and the Owners that as of the Startup Day: (a) The Depositor is a limited liability company corporation duly formed and organized, validly existing and in good standing under the laws governing its creation and existence, is not in violation of the laws of any state in which any Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan existence and is in good standing as a foreign corporation in each jurisdiction in which the nature of its business business, or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company corporate power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a party. (b) The execution and delivery of this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company corporate action on the part of the Depositor and will not violate the Depositor’s certificate 's Certificate of formation Incorporation or amended and restated limited liability company agreement Bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material contract, agreement or other instrument to which the Depositor is a party or by which the Depositor is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or any of its properties. (c) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could would materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could would materially and adversely affect its performance hereunder and or under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation litigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s 's knowledge, threatened against the Depositor which litigation, proceeding or investigation litigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s its performance hereunder and under the other Operative Documents to which the Depositor is a party. (f) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by the Depositor contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (g) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed attributable to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor Depositor, in light of the circumstances under which they were made, not misleading. (g) Immediately prior . The Registration Statement does not contain any untrue statement of a material fact required to be stated therein or omit to state any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. There is no fact known to the sale and assignment Depositor that materially adversely affects or in the future may (so far as the Depositor can now reasonably foresee) materially adversely affect the Depositor or the Home Equity Loans or the ownership interests therein represented by the Depositor to Certificates that has not been set forth in the Trustee on behalf of the Trust of each Home Equity Loan, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released)Registration Statement. (h) As of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “"Blue Sky” " statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a party. (i) The transactions contemplated by this Agreement are in the ordinary course of business of the Depositor. (j) The Depositor is not insolvent, nor will it be made insolvent by the transfer of the Home Equity Loans, nor is the Depositor aware of any pending insolvency. (k) The transfer, assignment and conveyance of the Notes and the Mortgages by the Depositor hereunder are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction. (l) The Depositor is not transferring the Home Equity Loans to the Trustee with any intent to hinder, delay or defraud its creditors. It is understood and agreed that the representations and warranties set forth in this Section 3.01 shall survive delivery of the respective Home Equity Loans to the Trustee.

Representations and Warranties of the Depositor. The Depositor hereby represents, represents and warrants and covenants to the Trustee that as of the Startup Daythat: (a) The Depositor is a limited liability company duly formed organized and validly existing as a corporation in good standing under the laws governing its creation and existence, is not in violation of the laws State of any state in which any Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company Delaware, with power and authority to own its properties and operate its properties, to carry out conduct its business as such properties are currently owned and such business is presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a partyconducted. (b) The execution Depositor is duly qualified to do business as a foreign 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. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor shall have duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by the Depositor by all necessary limited liability company action on the part corporate action. (d) The consummation of the Depositor transactions contemplated by this Agreement and will the fulfillment of the terms hereof do not violate conflict with, result in any breach of any of the Depositor’s certificate of formation or amended terms and restated limited liability company agreement provisions of, or constitute a default (with or an event which, with without notice or lapse of time) a default under, the certificate of incorporation or by-laws of the Depositor, or both, would constitute a default) under, or result in a breach of, any material contractindenture, agreement or other instrument to which the Depositor is a party or by which it is bound; or result in the Depositor is bound creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or any of its properties. (c) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process law or, to the best of the Depositor’s 's knowledge, threatened against any order, rule or regulation applicable to the Depositor which litigationof any court or of any Federal or State regulatory body, proceeding administrative agency or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of governmental instrumentality having jurisdiction over the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a partyproperties. (f) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading. (g) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Loan, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released). (h) As of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a party.

Representations and Warranties of the Depositor. The Depositor hereby represents, represents and warrants and covenants to the Grantor Trustee and the Grantor Trust Holder that as of the Startup DayClosing Date: (a) The Depositor is a limited liability company corporation duly formed and organized, validly existing and in good standing under the laws governing its creation and existence, is not in violation of the laws State of any state in which any Property or the Depositor is located or doing business which violation would materially Delaware and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan has, and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. The Depositor has had at all requisite limited liability company relevant times, full power and authority to own and operate its propertiesproperty, to carry out on its business as presently conducted and as proposed to be conducted and currently conducted, to enter into and discharge perform its obligations under this Agreement and to create the other Operative Documents Grantor Trust pursuant to which it is a party.this Agreement; (b) The execution and delivery of this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance of and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Depositor and will not violate the Depositor’s 's certificate of formation incorporation or amended and restated limited liability company agreement by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a the breach or acceleration of, any material contract, agreement or other instrument to which the Depositor is a party or by which the Depositor is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over may be applicable to the Depositor or any of its properties.assets; (c) This The Depositor has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement and the other Operative Documents to which the Depositor is a partyhas duly executed and delivered this Agreement. This Agreement, assuming due authorization, execution and delivery by the other parties hereto Grantor Trustee and theretothe Transferor, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereofhereof, except as the such enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting creditors’ the rights generally of creditors generally, and by general equity principles (regardless of equity (whether such enforcement is considered in a proceeding or action in equity or at law).; (d) The Depositor is not in default violation of, and the execution and delivery of this Agreement by the Depositor and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to to, any order or decree of any court or any order, order or regulation or demand of any federal, state, municipal or governmental agencyagency having jurisdiction, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s knowledge, threatened against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that violation would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties or might have consequences that would materially and adversely affect the validity performance of its duties hereunder; (e) There are no actions or enforceability of proceedings against, or investigations of, the Home Equity Loans or the Depositor’s performance hereunder and under the other Operative Documents Depositor currently pending with regard to which the Depositor is a party.has received service of process and no action or proceeding against, or investigation of, the Depositor is, to the knowledge of the Depositor, threatened or otherwise pending before any court, administrative agency or other tribunal that (A) if determined adversely, would prohibit its entering into this Agreement or render the Grantor Trust Certificate invalid, (B) seek to prevent the issuance of the Grantor Trust Certificate or the consummation of any of the transactions contemplated by this Agreement or (C) if determined adversely, would prohibit or materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement or the Grantor Trust Certificate; (f) The statements contained in No consent, approval, authorization or order of any court or governmental agency or body is required for the Registration Statement which describe execution, delivery and performance by the Depositor of, or matters or activities for which compliance by the Depositor is responsible in accordance with with, this Agreement or the Operative Documents Grantor Trust Certificate, or which are attributed for the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading.Closing Date; (g) Immediately The Depositor is solvent, is able to pay its debts as they become due and has capital sufficient to carry on its business and its obligations hereunder; it will not be rendered insolvent by the execution and delivery of this Agreement or its obligations hereunder; no petition of bankruptcy (or similar insolvency proceeding) has been filed by or against the Depositor prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Loan, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released).date hereof; (h) As of the Startup Day, the The Depositor has transferred all right, title and interest in did not convey the Home Equity Loans to the Grantor Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors.; the Depositor will not be rendered insolvent as a result of the conveyance of the Home Loans to the Grantor Trustee; (i) As of the Closing Date, the Depositor had good title to, and was the sole owner of, each Home Loan free and clear of any lien other than any such lien released simultaneously with the sale contemplated herein, and, immediately upon each transfer and assignment herein contemplated, the Depositor will have delivered to the Grantor Trustee good title to, and the Grantor Trustee will be the sole owner of, each Home Loan free and clear of any lien; (j) All actionsThe Depositor acquired title to each of the Home Loans in good faith, approvalswithout notice of any adverse claim; (k) No Officers' Certificate, consentsstatement, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights report or other document prepared by the Depositor and licenses required furnished or to be taken, given furnished by it pursuant to this Agreement or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase transactions contemplated hereby contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading; (l) The Depositor is not required to be registered as an "investment company" under the Investment Company Act of 1940, as amended; and (m) The transfer, assignment and sale conveyance of the Certificates Debt Instruments and the execution and delivery Mortgages by the Depositor of the Operative Documents pursuant to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, this Agreement are not subject to the bulk transfer laws or any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which similar statutory provisions in effect in any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a partyapplicable jurisdiction.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents, represents and warrants and covenants to the Owner Trustee that as of the Startup DayClosing Date: (ai) The Depositor is duly organized and validly existing as a limited liability company duly formed and validly existing in good standing under the laws governing its creation and existence, is not in violation of the laws State of any state in which any Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company Delaware, with power and authority to own its properties and operate to conduct its propertiesbusiness 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. (ii) 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. (iii) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its business terms and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary action. (iv) This Agreement shall constitute a legal, valid and binding obligation of the Depositor enforceable in accordance with its terms, except as presently conducted enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and as proposed to be conducted and to enter into and discharge its obligations under other similar laws affecting creditors' rights generally or by general principles of equity. (v) The consummation of the transactions contemplated by this Agreement and the other Operative Documents to which it is a party. (b) The execution and delivery fulfillment of this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms hereof do not conflict with, result in any breach of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part any of the Depositor terms and will not violate the Depositor’s certificate of formation or amended and restated limited liability company agreement provisions of, or constitute a default (with or an event which, with without notice or lapse of time, or both, would constitute ) a default) default under, the limited liability company agreement of the Depositor or result in conflict with or breach any of the terms or provisions or constitute (with or without notice or lapse of time) a breach of, default under any material contractindenture, agreement or other instrument to which the Depositor is a party or by which it is bound, nor result in the Depositor is bound creation or violate any statute or any order, rule or regulation imposition of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or Lien upon any of its properties. (c) This Agreement and the other Operative Documents properties pursuant to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereofof any such indenture, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium agreement or other similar laws affecting creditors’ rights generally and by general principles of equity instrument (whether considered in a proceeding or action in equity or at lawother than pursuant to the Basic Documents). (d) The Depositor is not in default with respect to ; nor violate any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process law or, to the best of the Depositor’s 's knowledge, threatened against any order, rule or regulation applicable to the Depositor which litigationof any court or of any federal or state regulatory body, proceeding administrative agency or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of governmental instrumentality having jurisdiction over the Depositor or its properties which breach, default, conflict, lien or might violation would have consequences that would materially and adversely affect a material adverse effect on the validity earnings, business affairs or enforceability business prospects of the Home Equity Loans or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a party. (fvi) The statements contained in the Registration Statement which describe the Depositor There is no action, suit or matters proceeding before or activities for which the Depositor is responsible in accordance with the Operative Documents by any court or which are attributed governmental agency or body, domestic or foreign, now pending, or to the Depositor therein are true and correct in all material respectsDepositor's knowledge, and threatened, against or affecting the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading. (g) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Loan, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released). (h) As of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. Depositor: (i) The Depositor has not transferred asserting the Home Equity Loans invalidity of this Agreement, (ii) seeking to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize prevent the consummation of any of the transactions contemplated by this Agreement Agreement, (iii) seeking any determination or ruling that might materially and the other Operative Documents on the part of the Depositor and adversely affect the performance by the Depositor of its obligations under under, or the validity or enforceability of, this Agreement or (iv) relating to the Depositor and such which might adversely affect the federal income tax attributes of the other Operative Documents to which it is a partyTrust or the Certificate or the Notes.

Representations and Warranties of the Depositor. The Depositor hereby represents, warrants and covenants with and to the Trustee that Issuer, and the Indenture Trustee, on behalf of the Securityholders, and the Master Servicer, as of the Startup DayClosing Date: (a) The Depositor is a limited liability company corporation duly formed organized, validly existing, and validly existing in good standing under the laws governing its creation and existence, is not in violation of the laws State of any state in which any Property or the Depositor is located or doing business which violation would materially Delaware and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust has all licenses necessary to collect amounts due carry on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessaryas now being conducted. The Depositor has all requisite limited liability company the power and authority to own execute and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under deliver this Agreement and to perform in accordance herewith; the other Operative Documents to which it is a party. (b) The execution execution, delivery and delivery performance of this Agreement and the other Operative Documents (including all instruments of transfer to which it is a party be delivered pursuant to this Agreement) by the Depositor and its performance and compliance with the terms consummation of this Agreement and the other Operative Documents to which it is a party transactions contemplated hereby have been duly and validly authorized by all necessary limited liability company action on the part of the Depositor and will not violate Depositor; this Agreement evidences the Depositor’s certificate of formation or amended and restated limited liability company agreement or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material contract, agreement or other instrument to which the Depositor is a party or by which the Depositor is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or any of its properties. (c) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal binding and binding enforceable obligation of the Depositor; and all requisite action has been taken by the Depositor to make this Agreement valid, binding and enforceable against it upon the Depositor in accordance with its terms, subject to the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable effect of bankruptcy, insolvency, reorganization, moratorium and other, similar laws relating to or affecting creditors' rights generally or the application of equitable principles in any proceeding, whether at law or in equity; (b) The consummation of the transactions contemplated by this Agreement will not result in (i) the breach of any terms or provisions of the Articles of Incorporation or Bylaws of the Depositor, (ii) the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any material agreement, indenture or loan or credit agreement or other similar laws affecting creditors’ rights generally and by general principles material instrument to which the Depositor, or its property is subject, or (iii) the violation of equity (whether considered in a proceeding any law, rule, regulation, order, judgment or action in equity decree to which the Depositor or at law).its respective property is subject; (dc) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s knowledge, threatened against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s its performance hereunder and under the other Operative Documents to which the Depositor is a partyhereunder. (f) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading. (g) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Loan, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released). (h) As of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a party.

Representations and Warranties of the Depositor. The Depositor hereby represents, represents and warrants and covenants to the Master Servicer, the Securities Administrator and the Trustee that as follows, as of the Startup Daydate hereof and as of the Closing Date: (ai) The Depositor is a limited liability company duly formed organized and is validly existing as a corporation in good standing under the laws governing its creation and existence, is not in violation of the laws State of any state in which any Property or the Depositor is located or doing business which violation would materially Delaware and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company full power and authority (corporate and other) necessary to own or hold its properties and operate its properties, to carry out conduct its business as presently now conducted and as proposed to be conducted by it and to enter into and discharge perform its obligations under this Agreement and the other Operative Documents to which it is a partyAgreement. (bii) The Depositor has the full corporate power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by, this Agreement and has duly authorized, by all necessary corporate action on its part, the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, subject, as to enforceability, to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and (ii) general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (iii) The execution and delivery of this Agreement by the Depositor, the consummation of the transactions contemplated by this Agreement, and the other Operative Documents to which it is a party by the Depositor and its performance and fulfillment of or compliance with the terms hereof are in the ordinary course of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part business of the Depositor and will not violate (A) result in a material breach of any term or provision of the Depositor’s certificate charter or by-laws of formation the Depositor or amended and restated limited liability company agreement (B) materially conflict with, result in a material breach, violation or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) underacceleration of, or result in a breach ofmaterial default under, the terms of any other material contract, agreement or other instrument to which the Depositor is a party or by which it may be bound or (C) constitute a material violation of any statute, order or regulation applicable to the Depositor of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor; and the Depositor is bound not in breach or violate violation of any statute material indenture or other material agreement or instrument, or in violation of any orderstatute, rule order or regulation of any court, governmental regulatory body, administrative agency or governmental body or other tribunal having jurisdiction over it which breach or violation may materially impair the Depositor Depositor's ability to perform or meet any of its propertiesobligations under this Agreement. (c) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (eiv) No litigationlitigation is pending, proceeding or investigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s 's knowledge, threatened threatened, against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial execution, delivery or otherwise) enforceability of this Agreement or operations the ability of the Depositor or to perform its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and obligations under the other Operative Documents to which the Depositor is a party. (f) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible this Agreement in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleadingterms hereof. (gv) Immediately prior to No consent, approval, authorization or order of any court or governmental agency or body is required for the sale execution, delivery and assignment performance by the Depositor of, or compliance by the Depositor with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Depositor has obtained the same. The Depositor hereby represents and warrants to the Trustee on behalf as of the Trust Closing Date, following the transfer of each Home Equity Loanthe Mortgage Loans to it by the Seller, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) Mortgage Loans free and clear of all liens, claims and encumbrances, and the related Mortgage Notes were subject to no prior lienoffsets, claimclaims, participation interest, mortgage, security interest, pledge, charge defenses or other encumbrance or other interest of any nature (other than liens which will be simultaneously released). (h) As counterclaims. It is understood and agreed that the representations and warranties set forth in the immediately preceding paragraph shall survive delivery of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans Mortgage Files to the Trustee Custodian on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Loans Trustee to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etcTrustee. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery Upon discovery by the Depositor or the Trustee of a breach of such representations and warranties, the Operative Documents party discovering such breach shall give prompt written notice to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force others and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a partyeach Rating Agency.

Representations and Warranties of the Depositor. The Depositor hereby represents, represents and warrants and covenants to the Trustee that as of the Startup Daythat: (a) The Depositor is a limited liability company duly formed organized and validly existing as a corporation in good standing under the laws governing its creation and existence, is not in violation of the laws State of any state in which any Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company Delaware, with power and authority to own its properties and operate its properties, to carry out conduct its business as such properties are currently owned and such business is presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a partyconducted. (b) The execution Depositor is duly qualified to do business as a foreign 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. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by the Depositor by all necessary limited liability company action on the part corporate action. (d) The consummation of the Depositor transactions contemplated by this Agreement and will the fulfillment of the terms hereof do not violate conflict with, result in any breach of any of the Depositor’s certificate of formation or amended terms and restated limited liability company agreement provisions of, or constitute a default (with or an event which, with without notice or lapse of time) a default under, the certificate of incorporation or by-laws of the Depositor, or both, would constitute a default) under, or result in a breach of, any material contractindenture, agreement or other instrument to which the Depositor is a party or by which it is bound; or result in the Depositor is bound creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or violate any statute or law or, to the best of the Depositor's knowledge, any order, rule or regulation applicable to the Depositor of any courtcourt or of any Federal or State regulatory body, governmental administrative agency or body or other tribunal governmental instrumentality having jurisdiction over the Depositor or any of its properties. (ce) This The Depositor has duly executed and delivered this Agreement, and this Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a validlegal, legal valid and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereofits terms, except as the enforcement hereof and thereof enforceability may be subject to or limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the enforcement of creditors’ ' rights generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding or action in equity or at law). (d) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s knowledge, threatened against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a party. (f) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading. (g) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Loan, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released). (h) As of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a party.

Representations and Warranties of the Depositor. The Depositor hereby represents, warrants and covenants to the Trustee that as of the Startup DayClosing Date: (ai) The Depositor is a limited liability company corporation duly formed and validly existing under the laws governing its creation and existence, is not in violation of compliance with the laws of any each state in which any Mortgaged Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business business, or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a party. (bii) The execution and delivery of this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company corporate action on the part of the Depositor and will not violate the Depositor’s certificate of formation Charter or amended and restated limited liability company agreement Bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material contract, agreement or other instrument to which the Depositor is a party or by which the Depositor is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or any of its properties. (ciii) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (div) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (ev) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s knowledge, threatened against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans Mortgage Loans, the issuance of the Certificates or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a party. (fvi) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading[Reserved]. (gvii) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust Fund of each Home Equity Mortgage Loan, the Depositor had good and equitable title to each Home Equity Mortgage Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lienlien (except, with respect to any second lien Mortgage Loan, the related First Lien), claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released)nature. (hviii) As of the Startup DayClosing Date, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Mortgage Loans to the Trustee on behalf of the Trust Fund. (ix) The Depositor is solvent and will not be made insolvent by the transfer of the Mortgage Loans, and the Depositor is not aware of any impending insolvency. The Depositor has not transferred the Mortgage Loans to the Trustee on behalf of the Trust Fund with any intent to hinder, delay or defraud any of its creditors. (jx) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a party. (xi) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Depositor hereunder are not subject to the bulk transfer laws of any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Depositor. The Depositor hereby represents, represents and warrants and covenants to the Owner Trustee that as of the Startup Daythat: (ai) The Depositor is a limited liability company duly formed organized and validly existing as a corporation in good standing under the laws governing its creation and existence, is not in violation of the laws State of any state California, 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. (ii) The Depositor is duly qualified to do business as a foreign corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which any Property the ownership or lease of its property or the Depositor is located conduct of its business shall require such qualifications and in which the failure to so qualify would have a material adverse effect on the business, properties, assets or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. Depositor. (iii) The Depositor has all requisite limited liability company the power and authority to own execute and operate its properties, deliver this Trust Agreement and to carry out its business as presently conducted terms; the Depositor has full power and as proposed authority to convey and assign the property to be conducted conveyed and assigned to enter into and discharge its obligations under this Agreement deposited with the Trust as part of the Owner Trust Estate and the other Operative Documents Depositor has duly authorized such conveyance and assignment and deposit to which it is a party. (b) The execution the Trust by all necessary corporate action; and the execution, delivery and performance of this Trust Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by the Depositor by all necessary limited liability company action on the part corporate action. (iv) The consummation of the Depositor transactions contemplated by this Trust Agreement and will the fulfillment of the terms hereof do not violate conflict with, result in any breach of any of the Depositor’s certificate of formation or amended terms and restated limited liability company agreement provisions of, or constitute a default (with or an event which, with without notice or lapse of time) a default under, the articles of incorporation or bylaws of the Depositor, or both, would constitute a default) under, or result in a breach of, any material contractindenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the Depositor is bound creation or violate any statute or any order, rule or regulation imposition of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or Lien upon any of its properties. (c) This Agreement and the other Operative Documents properties pursuant to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereofof any such indenture, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium agreement or other similar laws affecting creditors’ rights generally and by general principles of equity instrument (whether considered in a proceeding or action in equity or at lawother than pursuant to the Basic Documents). (d) The Depositor is not in default with respect to ; nor violate any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process law or, to the best of the Depositor’s knowledge, threatened against any order, rule or regulation applicable to the Depositor which litigationof any court or of any federal or state regulatory body, proceeding administrative agency or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of governmental instrumentality having jurisdiction over the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a partyproperties. (fv) The statements contained in Trust is not required to register as an investment company under the Registration Statement which describe Investment Company Act and is not under the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement control of a material fact with respect to the Depositor or omit to state a material fact Person required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleadingso register. (g) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Loan, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released). (h) As of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (ivi) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf been a “qualified REIT subsidiary” as defined in Section 856(i) of the Trust with any intent to hinder, delay or defraud any of Code throughout its creditorsexistence. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a party.

Representations and Warranties of the Depositor. The Depositor hereby represents, warrants and covenants to the Trustee that as of the Startup Day: (a) The Depositor hereby represents and warrants to each of the other parties hereto and for the benefit of the Certificateholders, as of the Closing Date, that: (i) The Depositor is a limited liability company corporation duly formed and organized, validly existing and in good standing under the laws governing its creation and existence, is not in violation of the laws State of any state in which any Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a partyDelaware. (bii) The Depositor's execution and delivery of this Agreement and the other Operative Documents to which it is a party by the Depositor and its of, performance under, and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Depositor and Agreement, will not violate the Depositor’s certificate of formation or amended and restated limited liability company agreement 's organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a the breach of, any material contract, agreement or other material instrument to which the Depositor it is a party or by which it is bound, which default or breach, in the good faith and reasonable judgment of the Depositor, is likely to affect materially and adversely either the ability of the Depositor is bound to perform its obligations under this Agreement or violate any statute or any order, rule or regulation the financial condition of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or any of its propertiesDepositor. (ciii) The Depositor has the full power and authority to own its properties, to conduct its business as presently conducted by it and to enter into and consummate all transactions involving the Depositor contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement and the other Operative Documents to which the Depositor is a partyAgreement, assuming due authorization, execution and delivery by each of the other parties hereto and theretohereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it the Depositor in accordance with the terms hereof and thereofhereof, except as the enforcement hereof and thereof may be limited by subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium or and other similar laws affecting the enforcement of creditors’ ' rights generally generally, and by (B) general principles of equity (equity, regardless of whether such enforcement is considered in a proceeding or action in equity or at law). (dv) The Depositor is not in default violation of, and its execution and delivery of, performance under and compliance with respect to this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state, municipal state or local governmental agencyor regulatory authority, which default could violation, in the Depositor's good faith and reasonable judgment, is likely to affect materially and adversely affect either the condition (financial or other) or operations ability of the Depositor or to perform its properties obligations under this Agreement or the consequences financial condition of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a partyDepositor. (evi) No litigationconsent, proceeding approval, authorization or investigation order of any state or federal court or governmental agency or body is pending with respect to which required for the Depositor has received service of process or, to the best of the Depositor’s knowledge, threatened against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a party. (f) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading. (g) Immediately prior to the sale and assignment consummation by the Depositor to the Trustee on behalf of the Trust of each Home Equity Loantransactions contemplated herein, the Depositor had good title to each Home Equity Loan except (insofar as such title was conveyed to it by the SellersA) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released). (h) As of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actionsfor those consents, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given authorizations or orders that previously have been obtained, (B) such as may be required under the case may be, by or from blue sky laws of any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable jurisdiction in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor Underwriters, and (C) any recordation of the Operative assignments of Mortgage Loan Documents to the Trustee pursuant to Section 2.01(e), which it is a partyhas not yet been completed. (vii) The Depositor's transfer of the Original Mortgage Loans to the Trustee as contemplated herein requires no regulatory approval, other than any such approvals as have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are is not subject to any pending proceedings bulk transfer or appeals similar law in effect in any applicable jurisdiction. (administrativeviii) The Depositor is not transferring the Original Mortgage Loans to the Trustee with any intent to hinder, judicial delay or otherwisedefraud its present or future creditors. (ix) and either the time within which any appeal therefrom may be taken or review thereof may be obtained The Depositor has expired or no review thereof may be obtained or appeal therefrom takenbeen solvent at all relevant times prior to, and are adequate to authorize the consummation will not be rendered insolvent by, its transfer of the transactions contemplated by this Agreement Original Mortgage Loans to the Trustee, pursuant to Section 2.01(b). (x) After giving effect to its transfer of the Original Mortgage Loans to the Trustee, pursuant to Section 2.01(b), the value of the Depositor's assets, either taken at their present fair saleable value or at fair valuation, will exceed the amount of the Depositor's debts and obligations, including contingent and unliquidated debts and obligations of the Depositor, and the other Operative Documents on the part Depositor will not be left with unreasonably small assets or capital with which to engage in and conduct its business. (xi) The Depositor does not intend to, and does not believe that it will, incur debts or obligations beyond its ability to pay such debts and obligations as they mature. (xii) No proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Depositor and are pending or contemplated. (xiii) No litigation is pending or, to the performance by 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 Agreement or that, 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 Agreement and such or the financial condition of the Depositor. (xiv) Immediately prior to the transfer of the Original Mortgage Loans to the Trustee for the benefit of the Certificateholders pursuant to this Agreement, the Depositor had such right, title and interest in and to each Original Mortgage Loan as was transferred to it by the related Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement. The Depositor has not transferred any of its right, title and interest in and to the Original Mortgage Loans to any Person other Operative Documents than the Trustee. (xv) The Depositor is transferring all of its right, title and interest in and to which it the Original Mortgage Loans to the Trustee for the benefit of the Certificateholders free and clear of any and all liens, pledges, charges, security interests and other encumbrances created by or through the Depositor. (xvi) Except for any actions that are the express responsibility of another party hereunder or under any Mortgage Loan Purchase Agreement, and further except for actions that the Depositor is a partyexpressly permitted to complete subsequent to the Closing Date, the Depositor has taken all actions required under applicable law to effectuate the transfer of all of its right, title and interest in and to the Original Mortgage Loans by the Depositor to the Trustee. (b) The representations and warranties of the Depositor set forth in Section 2.04(a) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Persons for whose benefit they were made for so long as the Trust remains in existence. Upon discovery by any party hereto of any breach of any of such representations and warranties that materially and adversely affects the interests of the Certificateholders or any party hereto, the party discovering such breach shall give prompt written notice thereof to the other parties hereto.

Representations and Warranties of the Depositor. The Depositor hereby represents, represents and warrants and covenants to the Trust and the Trustee that as on behalf of the Startup DayCertificateholders as follows: (a) The Depositor is a limited liability company duly formed and validly existing under the laws governing its creation and existence, is not in violation of the laws of any state in which any Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a party. (b) The execution and delivery of this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Depositor and will not violate the Depositor’s certificate of formation or amended and restated limited liability company agreement or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material contract, agreement or other instrument to which the Depositor is a party or by which the Depositor is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or any of its properties. (ci) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a validlegal, legal valid and binding obligation of the Depositor, enforceable against it the Depositor in accordance with the terms hereof and thereofits terms, except as the enforcement hereof and thereof enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights generally in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or action in equity or at lawequity).; (d) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s knowledge, threatened against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a party. (f) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading. (gii) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Mortgage Loan, the Depositor had good and marketable title to each Home Equity Mortgage Loan (insofar as such title was conveyed to it by the SellersSeller) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released).nature; (hiii) As of the Startup DayClosing Date, the Depositor has transferred all right, title and interest in the Home Equity Mortgage Loans to the Trustee on behalf of the Trust.; (iiv) The Depositor has not transferred the Home Equity Mortgage Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors.; (jv) All actionsThe Depositor has been duly incorporated and is validly existing as a corporation in good standing under the laws of Delaware, approvalswith full corporate power and authority to own its assets and conduct its business as presently being conducted; (vi) The Depositor is not in violation of its articles of incorporation or by-laws or in default in the performance or observance of any material obligation, consentsagreement, waiverscovenant or condition contained in any contract, exemptionsindenture, variancesmortgage, franchisesloan agreement, ordersnote, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state lease or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as instrument to which the Depositor makes no such representation is a party or warranty)by which it or its properties may be bound, that are necessary which default might result in any material adverse changes in the financial condition, earnings, affairs or advisable in connection with the purchase and sale business of the Certificates Depositor or which might materially and adversely affect the execution properties or assets, taken as a whole, of the Depositor; (vii) The execution, delivery and delivery performance of this Agreement by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom takenDepositor, and are adequate to authorize the consummation of the transactions contemplated thereby, do not and will not result in a material breach or violation of any of the terms or provisions of, or, to the knowledge of the Depositor, constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Depositor is a party or by this Agreement and which the other Operative Documents on Depositor is bound or to which any of the part property or assets of the Depositor is subject, nor will such actions result in any violation of the provisions of the articles of incorporation or by-laws of the Depositor or, to the best of the Depositor’s knowledge without independent investigation, any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Depositor or any of its properties or assets (except for such conflicts, breaches, violations and defaults as would not have a material adverse effect on the ability of the Depositor to perform its obligations under this Agreement); (viii) To the best of the Depositor’s knowledge without any independent investigation, no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body of the United States or any other jurisdiction is required for the issuance of the Certificates, or the consummation by the Depositor of the other transactions contemplated by this Agreement, except such consents, approvals, authorizations, registrations or qualifications as (a) may be required under State securities or Blue Sky laws, (b) have been previously obtained or (c) the failure of which to obtain would not have a material adverse effect on the performance by the Depositor of its obligations under under, or the validity or enforceability of, this Agreement; (ix) There are no actions, proceedings or investigations pending before or, to the Depositor’s knowledge, threatened by any court, administrative agency or other tribunal to which the Depositor is a party or of which any of its properties is the subject: (a) which if determined adversely to the Depositor would have a material adverse effect on the business, results of operations or financial condition of the Depositor; (b) asserting the invalidity of this Agreement and such or the Certificates; (c) seeking to prevent the issuance of the other Operative Documents to Certificates or the consummation by the Depositor of any of the transactions contemplated by this Agreement, as the case may be; or (d) which might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement; and (x) The beneficial owner of the payments made under the Interest Rate Swap Agreement is either (i) a “U.S. person” (as that term is used in section 1.1441-4(a)(3)(ii) of United States Treasury Regulations) for United States federal income tax purposes or (ii) a “non-U.S. branch of a foreign person” as that term is used in section 1.1441-4(a)(3)(ii) of the United States Treasury Regulations (the “Regulations”) for United States federal income tax purposes, and it is a party“foreign person” as that term is used in section 1.6041-4(a)(4) of the Regulations for United States federal income tax purposes. As of the Closing Date, Option One Mortgage Capital Corporation is the beneficial owner of the payments made under the Interest Rate Swap Agreement.

Representations and Warranties of the Depositor. The Depositor hereby represents, represents and warrants and covenants to the Master Servicer, the Securities Administrator and the Trustee that as follows, as of the Startup Daydate hereof and as of the Closing Date: (ai) The Depositor is duly organized and is validly existing as a limited liability company duly formed and validly existing in good standing under the laws governing its creation and existence, is not in violation of the laws State of any state in which any Property or the Depositor is located or doing business which violation would materially Delaware and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company full power and authority necessary to own or hold its properties and operate its properties, to carry out conduct its business as presently now conducted and as proposed to be conducted by it and to enter into and discharge perform its obligations under this Agreement and the other Operative Documents to which it is a partyAgreement. (bii) The Depositor has the full power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by, this Agreement and has duly authorized, by all necessary corporate action on its part, the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, subject, as to enforceability, to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and (ii) general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (iii) The execution and delivery of this Agreement by the Depositor, the consummation of the transactions contemplated by this Agreement, and the other Operative Documents to which it is a party by the Depositor and its performance and fulfillment of or compliance with the terms hereof and thereof are in the ordinary course of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part business of the Depositor and will not violate (A) result in a material breach of any term or provision of the Depositor’s certificate of formation or amended and restated limited liability company agreement of the Depositor or constitute (B) materially conflict with, result in a default (material breach, violation or an event which, with notice or lapse of time, or both, would constitute a default) underacceleration of, or result in a breach ofmaterial default under, the terms of any other material contract, agreement or other instrument to which the Depositor is a party or by which it may be bound or (C) constitute a material violation of any statute, order or regulation applicable to the Depositor of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor; and the Depositor is bound not in breach or violate violation of any statute material indenture or other material agreement or instrument, or in violation of any orderstatute, rule order or regulation of any court, governmental regulatory body, administrative agency or governmental body or other tribunal having jurisdiction over it which breach or violation may materially impair the Depositor Depositor’s ability to perform or meet any of its propertiesobligations under this Agreement. (c) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (eiv) No litigationlitigation is pending, proceeding or investigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s knowledge, threatened threatened, against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial execution, delivery or otherwise) enforceability of this Agreement or operations the ability of the Depositor or to perform its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and obligations under the other Operative Documents to which the Depositor is a party. (f) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible this Agreement in accordance with the Operative Documents terms hereof or which are attributed to thereof. (v) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Depositor therein are true and correct in all material respectsof, and the Registration Statement does not contain any untrue statement of a material fact with respect to or compliance by the Depositor with this Agreement or omit to state a material fact the consummation of the transactions contemplated hereby or thereby, or if any such consent, approval, authorization or order is required, the Depositor has obtained the same. (vi) The Depositor has filed all reports required to be stated therein filed by Section 13 or necessary in order to make 15(d) of the statements contained therein with respect to Exchange Act during the preceding 12 months (or for such shorter period that the Depositor not misleading. (gwas required to file such reports) Immediately prior and it has been subject to such filing requirement for the sale past 90 days. The Depositor hereby represents and assignment by the Depositor warrants to the Trustee on behalf as of the Trust Closing Date, following the transfer of each Home Equity Loanthe Mortgage Loans to it by the Seller, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) Mortgage Loans and the related Mortgage Notes were subject to no prior lienoffsets, claimclaims, participation interest, mortgage, security interest, pledge, charge defenses or other encumbrance or other interest of any nature (other than liens which will be simultaneously released). (h) As counterclaims. It is understood and agreed that the representations and warranties set forth in this Section 2.04 shall survive delivery of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans Mortgage Files to the Trustee on behalf or the related Custodian for the benefit of the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etcCertificateholders. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery Upon discovery by the Depositor or the Trustee of a breach of such representations and warranties, the Operative Documents party discovering such breach shall give prompt written notice to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force others and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a partyeach Rating Agency.

Representations and Warranties of the Depositor. The Depositor hereby represents, represents and warrants and covenants to the Owner Trustee that as of the Startup Daythat: (ai) The Depositor is a limited liability company duly formed organized and validly existing as a corporation in good standing under the laws governing its creation and existence, is not in violation of the laws State of any state 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. (ii) The Depositor is duly qualified to do business as a foreign corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which any Property the ownership or lease of its property or the Depositor is located conduct of its business shall require such qualifications and in which the failure to so qualify would have a material adverse effect on the business, properties, assets or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. Depositor. (iii) The Depositor has all requisite limited liability company the power and authority to own execute and operate its properties, deliver this Trust Agreement and to carry out its business as presently conducted terms; the Depositor has full power and as proposed authority to convey and assign the property to be conducted conveyed and assigned to enter into and discharge its obligations under this Agreement deposited with the Trust as part of the Trust Estate and the other Operative Documents Depositor has duly authorized such conveyance and assignment and deposit to which it is a party. (b) The execution the Trust by all necessary corporate action; and the execution, delivery and performance of this Trust Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by the Depositor by all necessary limited liability company action on the part corporate action. (iv) The consummation of the Depositor transactions contemplated by this Trust Agreement and will the fulfillment of the terms hereof do not violate conflict with, result in any breach of any of the Depositor’s certificate of formation or amended terms and restated limited liability company agreement provisions of, or constitute a default (with or an event which, with without notice or lapse of time) a default under, the articles of incorporation or bylaws of the Depositor, or both, would constitute a default) under, or result in a breach of, any material contractindenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the Depositor is bound creation or violate any statute or any order, rule or regulation imposition of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or Lien upon any of its properties. (c) This Agreement and the other Operative Documents properties pursuant to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereofof any such indenture, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium agreement or other similar laws affecting creditors’ rights generally and by general principles of equity instrument (whether considered in a proceeding or action in equity or at lawother than pursuant to the Basic Documents). (d) The Depositor is not in default with respect to ; nor violate any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process law or, to the best of the Depositor’s 's knowledge, threatened against any order, rule or regulation applicable to the Depositor which litigationof any court or of any federal or state regulatory body, proceeding administrative agency or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of governmental instrumentality having jurisdiction over the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a partyproperties. (fv) The statements contained in Trust is not required to register as an investment company under the Registration Statement which describe Investment Company Act and is not under the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement control of a material fact with respect to the Depositor or omit to state a material fact Person required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleadingso register. (g) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Loan, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released). (h) As of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a party.

Representations and Warranties of the Depositor. The Depositor hereby represents, represents and warrants and covenants to the Trustee that Owner Trustee, the Insurer and the Administrator as of the Startup DayClosing Date, as follows: (a) The Depositor is a limited liability company duly formed and Delaware corporation validly existing under the laws governing its creation and existence, is not in violation of the laws of any state in which any Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessarystanding. The Depositor has all requisite limited liability company the power and authority to own execute and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under deliver this Agreement and to perform in accordance herewith; the other Operative Documents to which it is a party. (b) The execution execution, delivery and delivery performance of this Agreement and the other Operative Documents (including all instruments of transfer to which it is a party be delivered pursuant to this Agreement) by the Depositor and its performance and compliance with the terms consummation of this Agreement and the other Operative Documents to which it is a party transactions contemplated hereby have been duly and validly authorized by all necessary limited liability company action on the part of the Depositor and will not violate Depositor; this Agreement evidences the Depositor’s certificate of formation or amended and restated limited liability company agreement or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material contract, agreement or other instrument to which the Depositor is a party or by which the Depositor is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or any of its properties. (c) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal binding and binding enforceable obligation of the Depositor; and all requisite action has been taken by the Depositor to make this Agreement valid, binding and enforceable against it upon the Depositor in accordance with its terms, subject to the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable effect of bankruptcy, insolvency, reorganization, moratorium or and other similar laws relating to or affecting creditors’ rights generally and by general or the application of equitable principles of equity (in any proceeding, whether considered at law or in a proceeding or action in equity or at law)equity. (db) The consummation of the transactions contemplated by this Agreement will not result in (i) the breach of any terms or provisions of the Depositor’s certificate of incorporation or bylaws, (ii) the breach of any term or provision of, or conflict with or constitute a default under or result in the acceleration of any obligation under, any material agreement, indenture or loan or credit agreement or other material instrument to which the Depositor, or its property is subject, or (iii) the violation of any law, rule, regulation, order, judgment or decree to which the Depositor or its respective property is subject. (c) To the Depositor’s best knowledge, it is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s knowledge, threatened against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or its performance hereunder. (d) To the Depositor’s performance hereunder and under the best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other Operative Documents to which the Depositor is a party. (f) The statements contained in the Registration Statement which describe governmental instrumentality having jurisdiction over the Depositor or matters or activities for which its properties: (A) asserting the Depositor is responsible in accordance with invalidity of this Agreement, (B) seeking to prevent the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading. (g) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Loan, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest consummation of any nature (other than liens which will be simultaneously released). (h) As of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement or (C) seeking any determination or ruling that might materially and the other Operative Documents on the part of the Depositor and adversely affect the performance by the Depositor of its obligations under under, or the validity or enforceability of, this Agreement and such of the other Operative Documents to which it is a partyAgreement.

Representations and Warranties of the Depositor. The Depositor hereby represents, represents and warrants and covenants to the Master Servicer and the Trustee that as follows, as of the Startup Daydate hereof and as of the Closing Date: (ai) The Depositor is duly organized and is validly existing as a limited liability company duly formed and validly existing in good standing under the laws governing its creation and existence, is not in violation of the laws State of any state in which any Property Delaware and has full limited liability company power and authority necessary to own or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or hold its properties or the ability of the Trust and to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of conduct its business or the properties owned or leased as now conducted by it make such qualification necessary. and to enter into and perform its obligations under this Agreement. (ii) The Depositor has all requisite the full limited liability company power and authority to own execute, deliver and operate its propertiesperform, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under consummate the transactions contemplated by, this Agreement and has duly authorized, by all necessary limited liability company action on its part, the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other Operative Documents parties hereto, constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, subject, as to which it enforceability, to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and (ii) general principles of equity, regardless of whether enforcement is sought in a partyproceeding in equity or at law. (biii) The execution and delivery of this Agreement by the Depositor, the consummation of the transactions contemplated by this Agreement, and the other Operative Documents to which it is a party by the Depositor and its performance and fulfillment of or compliance with the terms hereof are in the ordinary course of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part business of the Depositor and will not violate (A) result in a material breach of any term or provision of the Depositor’s certificate of formation or amended and restated limited liability company agreement of the Depositor or constitute (B) materially conflict with, result in a default (material breach, violation or an event which, with notice or lapse of time, or both, would constitute a default) underacceleration of, or result in a breach ofmaterial default under, the terms of any other material contract, agreement or other instrument to which the Depositor is a party or by which it may be bound or (C) constitute a material violation of any statute, order or regulation applicable to the Depositor of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor; and the Depositor is bound not in breach or violate violation of any statute material indenture or other material agreement or instrument, or in violation of any orderstatute, rule order or regulation of any court, governmental regulatory body, administrative agency or governmental body or other tribunal having jurisdiction over it, which breach or violation may materially impair the Depositor Depositor's ability to perform or meet any of its propertiesobligations under this Agreement. (c) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (eiv) No litigationlitigation is pending, proceeding or investigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s 's knowledge, threatened threatened, against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial execution, delivery or otherwise) enforceability of this Agreement or operations the ability of the Depositor or to perform its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and obligations under the other Operative Documents to which the Depositor is a party. (f) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible this Agreement in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleadingterms hereof. (gv) Immediately prior to No consent, approval, authorization or order of any court or governmental agency or body is required for the sale execution, delivery and assignment performance by the Depositor of, or compliance by the Depositor with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Depositor has obtained the same. The Depositor hereby represents and warrants to the Trustee on behalf as of the Trust Closing Date that, following the transfer of each Home Equity Loanthe Mortgage Loans to it by the Seller, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) Mortgage Loans free and clear of all liens, claims and encumbrances, and the related Mortgage Notes were subject to no prior lienoffsets, claimclaims, participation interest, mortgage, security interest, pledge, charge defenses or other encumbrance or other interest of any nature (other than liens which will be simultaneously released). (h) As counterclaims. It is understood and agreed that the representations and warranties set forth in the immediately preceding paragraph shall survive delivery of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans Mortgage Files to the Trustee on behalf of or the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etcCustodian. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery Upon discovery by the Depositor or the Trustee of a breach of such representations and warranties, the Operative Documents party discovering such breach shall give prompt written notice to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force others and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a partyeach Rating Agency.

Representations and Warranties of the Depositor. The Depositor hereby represents, warrants and covenants to the Indenture Trustee and the Insurer that as of the Startup Day: (a) The Depositor is a limited liability company duly formed and validly existing under the laws governing its creation and existenceof the State of Delaware, is not in violation of compliance with the laws of any each state in which any Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business business, or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Transaction Documents to which it is a party. (b) The execution and delivery of this Agreement and the other Operative Transaction Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Transaction Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Depositor and will not violate the Depositor’s certificate 's Certificate of formation Formation or amended Amended and restated limited liability company agreement Restated Limited Liability Company Agreement or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material contract, agreement or other instrument to which the Depositor is a party or by which the Depositor is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or any of its properties. (c) This Agreement and the other Operative Transaction Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Transaction Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s 's knowledge, threatened against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Transaction Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s 's performance hereunder and under the other Operative Transaction Documents to which the Depositor is a party. (f) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Transaction Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading. (g) Immediately prior to the sale and assignment by the Depositor to the Trustee Indenture on behalf of the Trust of each Home Equity Loan, the Depositor had good and equitable title to each Home Equity Loan (insofar as such title was conveyed to it by the SellersSeller) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released)nature. (h) As of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee Indenture on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee Indenture on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “"Blue Sky” " statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates Notes and the execution and delivery by the Depositor of the Operative Transaction Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Transaction Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Transaction Documents to which it is a party.

Representations and Warranties of the Depositor. The Depositor hereby represents, warrants and covenants to the Trustee Trustee, the Certificate Insurer and the Owners that as of the Startup Day: (a) The Depositor is a limited liability company corporation duly formed and organized, validly existing and in good standing under the laws governing its creation and existence, is not in violation of the laws of any state in which any Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan existence and is in good standing as a foreign corporation in each jurisdiction in which the nature of its business business, or the properties owned or leased by it it, make such qualification necessary, except where the failure to so qualify would not have a material adverse effect on the Depositor, the Owners or the Certificate Insurer. The Depositor has all requisite limited liability company corporate power and authority to own and operate its properties, to carry out its business as presently currently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a party. (b) The execution and delivery of this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company corporate action on the part of the Depositor and will not (i) violate the Depositor’s certificate 's Certificate of formation Incorporation or amended and restated limited liability company agreement or Bylaws, (ii) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material contract, agreement or other instrument to which the Depositor is a party or by which the Depositor is bound or (iii) violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or any of its properties, except where the failure to so comply would not have a material adverse effect on the Depositor, the Owners or the Certificate Insurer. (c) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental agency, which default could would materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could would materially and adversely affect its performance hereunder and or under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation litigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s 's knowledge, threatened against the Depositor which litigation, proceeding or investigation might litigation is likely to have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties or might is likely to have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s its performance hereunder and under the other Operative Documents to which the Depositor is a partyhereunder. (f) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by the Depositor contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (g) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed attributable to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor Depositor, in light of the circumstances under which they were made, not misleading. The Registration Statement does not contain any untrue statement of a material fact required to be stated therein or omit to state any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. (g) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Loan, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released). (h) As of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtainedobtained to or by the Depositor, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “"Blue Sky” " statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a party. (i) The Depositor is not insolvent, nor will it be made insolvent by the transfer of the Mortgage Loans, nor is the Depositor aware of any pending insolvency of the Depositor, the Seller or the Master Servicer. (j) The transactions contemplated by this Agreement are in the ordinary course of business of the Depositor. (k) The transfer, assignment and conveyance of the Notes and the Mortgages by the Depositor hereunder are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction. It is understood and agreed that the representations and warranties set forth in this Section 3.01 shall survive delivery of the respective Mortgage Loans to the Trustee.

Representations and Warranties of the Depositor. The Depositor hereby represents, warrants and covenants to the Trustee Trustee, the Seller and the Certificate Insurer that as of the Startup Day: (a) The Depositor is a limited liability company corporation duly formed and organized, validly existing and in good standing under the laws governing its creation and existence, is not in violation of the laws of any state in which any Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan existence and is in good standing as a foreign corporation in each jurisdiction in which the nature of its business business, or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company corporate power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a party. (b) The execution and delivery of this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company corporate action on the part of the Depositor and will not violate the Depositor’s certificate of formation 's Charter, or amended and restated limited liability company agreement Bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material contract, agreement or other instrument to which the Depositor is a party or by which the Depositor is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or any of its properties. (c) This Each of this Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by (x) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally and by generally, (y) general principles of equity (whether considered in a proceeding or action in equity or at law)) and (z) with respect to rights of indemnity or contribution under this Agreement, the Insurance Agreement and the Indemnification Agreement, to limitations of public policy or applicable laws. (d) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s 's knowledge, threatened against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s 's performance hereunder and under the other Operative Documents to which the Depositor is a party. (f) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by the Depositor contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (g) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed attributable to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor Depositor, in light of the circumstances under which they were made, not misleading. (gh) Immediately prior to the sale and assignment by the Depositor to Neither the Trustee on behalf of the Trust of each Home Equity Loan, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released). (h) As of the Startup Day, nor the Depositor has transferred all rightany obligation to register the Trust as an investment company under the Investment Company Act of 1940, title and interest in the Home Equity Loans to the Trustee on behalf of the Trustas amended. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “"Blue Sky” " statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase issuance and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a party. (j) The transactions contemplated by this Agreement are in the ordinary course of business of the Depositor. It is understood and agreed that the representations and warranties set forth in this Section 3.01 shall survive delivery of the respective Home Equity Loans to the Trustee. Upon discovery by any of the Depositor, the Seller, the Servicer, the Custodian, any Sub-Servicer, the Certificate Insurer, any Owner or the Trustee (each, for purposes of this paragraph, a party) of a breach of any of the representations and warranties set forth in this Section 3.01 which materially and adversely affects the interests of the Owners or of the Certificate Insurer, the party discovering such breach shall give prompt written notice to the other parties. As promptly as practicable, but in any event, within 60 days of its discovery or its receipt of notice of breach, the Depositor shall cure such breach in all material respects; provided, however, that if the Depositor can establish to the reasonable satisfaction of the Certificate Insurer that it is diligently pursuing remedial action, then the cure period may be extended with the written approval of the Certificate Insurer.

Representations and Warranties of the Depositor. The Depositor hereby represents, represents and warrants and covenants to the Owner Trustee that as of the Startup Daythat: (a) The Depositor is a limited liability company duly formed organized and validly existing as a corporation in good standing under the laws governing its creation and existence, is not in violation of the laws State of any state in which any Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company Delaware, with power and authority to own its properties and operate its properties, to carry out conduct its business as such properties are currently owned and such business is presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a partyconducted. (b) The execution Depositor is duly qualified to do business as a foreign 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. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by the Depositor by all necessary limited liability company action on the part corporate action. (d) The consummation of the Depositor transactions contemplated by this Agreement and will the fulfillment of the terms hereof do not violate conflict with, result in any breach of any of the Depositor’s certificate of formation or amended terms and restated limited liability company agreement provisions of, or constitute a default (with or an event which, with without notice or lapse of time) a default under, the certificate of incorporation or bylaws of the Depositor, or both, would constitute a default) under, or result in a breach of, any material contractindenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the Depositor is bound creation or violate any statute or any order, rule or regulation imposition of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or Lien upon any of its properties. (c) This Agreement and the other Operative Documents properties pursuant to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereofof any such indenture, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium agreement or other similar laws affecting creditors’ rights generally and by general principles of equity instrument (whether considered in a proceeding or action in equity or at lawother than pursuant to the Basic Documents). (d) The Depositor is not in default with respect to ; nor violate any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process law or, to the best of the Depositor’s 's knowledge, threatened against any order, rule or regulation applicable to the Depositor which litigationof any court or of any federal or state regulatory body, proceeding administrative agency or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of governmental instrumentality having jurisdiction over the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a partyproperties. (fe) The statements contained in the Registration Statement which describe There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or matters or activities for which its properties: (A) asserting the Depositor is responsible in accordance with invalidity of this Agreement, (B) seeking to prevent the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading. (g) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Loan, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest consummation of any nature (other than liens which will be simultaneously released). (h) As of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement or (C) seeking any determination or ruling that might materially and the other Operative Documents on the part of the Depositor and adversely affect the performance by the Depositor of its obligations under under, or the validity or enforceability of, this Agreement and such of the other Operative Documents to which it is a partyAgreement.

Representations and Warranties of the Depositor. The Depositor hereby represents, represents and warrants and covenants to the Master Servicer, the Custodian, the Issuer and the Indenture Trustee for their own benefit and for the benefit of the Holders of the Securities that as of the Startup DayClosing Date [and each Transfer Date]: (ai) The Depositor is a limited liability company duly formed and formed, validly existing and in good standing under the laws governing its creation and existence, is not in violation of the laws State of any state in which any Property or the Depositor Delaware, and is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust duly qualified to collect amounts due on any Home Equity Loan do business, and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by requires it make such qualification necessary. The Depositor has all requisite limited liability company power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a partyso qualified. (bii) The execution and delivery of this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company trust action on the part of the Depositor and will not violate the Depositor’s certificate of formation or amended and restated limited liability company agreement or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material contract, agreement or other instrument to which the Depositor is a party or by which the Depositor is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or any of its properties. (ciii) This Agreement and the other Operative Documents to which the Depositor is a partyAgreement, assuming due authorization, execution and delivery by the other parties hereto and theretohereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereofhereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (div) The Depositor is not in default violation of, and the execution, delivery and performance of this Agreement by the Depositor and its compliance with the terms hereof will not constitute a violation with respect to to, any existing law or regulation or any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could violation would materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the would have consequences of which could materially and that would adversely affect its performance hereunder hereunder. The execution, delivery and under performance of this Agreement by the Depositor and its compliance with the terms hereof will not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice, lapse of time or both) a default under, the governing instrument of the Depositor, or any material indenture, agreement, mortgage, deed of trust or other Operative Documents instrument to which the Depositor is a partyparty or by which it is bound, or result in the creation or imposition of any lien or encumbrance upon any of its material properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument. (ev) No litigation, proceeding actions, proceedings or investigation is investigations are pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s knowledge, threatened against the Depositor which litigation, proceeding or investigation might would have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties or might would have consequences that would materially and adversely affect its performance hereunder, or the validity or enforceability of this Agreement, or prevent the Home Equity Loans or consummation of any of the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a partytransactions contemplated by this Agreement. (fvi) The statements contained No certificate of an officer, statement furnished in writing or report delivered or to be delivered pursuant to the Registration Statement which describe terms hereof by the Depositor contains or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not will contain any untrue statement of a material fact with respect to the Depositor or omits or will omit to state a any material fact required to be stated therein or necessary in order to make the statements contained therein with respect to certificate, statement or report, in light of the Depositor circumstances in which it was made or will be made, not misleading. (g) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Loan, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released). (h) As of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (jvii) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any court or any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable required in connection with the purchase execution, delivery and sale of the Certificates and the execution and delivery performance by the Depositor of the Operative Documents to which it is a partythis Agreement, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement. (viii) The Depositor is conveying to the Trust the entire interest in the Mortgage Loans, which the Depositor has acquired from the Seller, free and clear of any Adverse Claims created by, or for the benefit of, the Depositor. (ix) Immediately prior to the sale thereof to the Trust, the Depositor owned the Underlying Securities and had good and marketable title thereto, free and clear of any pledge, lien, security interest, charge, claim, equity or encumbrance of any kind. (x) The Depositor has no knowledge of any event of default, or any event that with the passage of time, the giving of notice, or both, would be an event of default, under any Underlying Agreement. (xi) The copy of each Underlying Agreement and such of that was provided to the other Operative Documents to which it Indenture Trustee is a partytrue and correct copy of such Underlying Agreement as in effect on the Closing Date.

Representations and Warranties of the Depositor. The Depositor hereby represents, represents and warrants and covenants to the Master Servicer, the Securities Administrator and the Trustee that as follows, as of the Startup Daydate hereof and as of the Closing Date: (ai) The Depositor is duly organized and is validly existing as a limited liability company duly formed and validly existing in good standing under the laws governing its creation and existence, is not in violation of the laws State of any state in which any Property or the Depositor is located or doing business which violation would materially Delaware and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company full power and authority necessary to own or hold its properties and operate its properties, to carry out conduct its business as presently now conducted and as proposed to be conducted by it and to enter into and discharge perform its obligations under this Agreement and the other Operative Documents to which it is a partyAgreement. (bii) The Depositor has the full power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by, this Agreement and has duly authorized, by all necessary corporate action on its part, the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, subject, as to enforceability, to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and (ii) general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (iii) The execution and delivery of this Agreement by the Depositor, the consummation of the transactions contemplated by this Agreement, and the other Operative Documents to which it is a party by the Depositor and its performance and fulfillment of or compliance with the terms hereof and thereof are in the ordinary course of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part business of the Depositor and will not violate (A) result in a material breach of any term or provision of the Depositor’s certificate of formation or amended and restated limited liability company agreement of the Depositor or constitute (B) materially conflict with, result in a default (material breach, violation or an event which, with notice or lapse of time, or both, would constitute a default) underacceleration of, or result in a breach ofmaterial default under, the terms of any other material contract, agreement or other instrument to which the Depositor is a party or by which it may be bound or (C) constitute a material violation of any statute, order or regulation applicable to the Depositor of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor; and the Depositor is bound not in breach or violate violation of any statute material indenture or other material agreement or instrument, or in violation of any orderstatute, rule order or regulation of any court, governmental regulatory body, administrative agency or governmental body or other tribunal having jurisdiction over it which breach or violation may materially impair the Depositor Depositor’s ability to perform or meet any of its propertiesobligations under this Agreement. (c) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (eiv) No litigationlitigation is pending, proceeding or investigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s knowledge, threatened threatened, against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial execution, delivery or otherwise) enforceability of this Agreement or operations the ability of the Depositor or to perform its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and obligations under the other Operative Documents to which the Depositor is a party. (f) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible this Agreement in accordance with the Operative Documents terms hereof or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleadingthereof. (gv) Immediately prior to No consent, approval, authorization or order of any court or governmental agency or body is required for the sale execution, delivery and assignment performance by the Depositor of, or compliance by the Depositor with this Agreement or the consummation of the transactions contemplated hereby or thereby, or if any such consent, approval, authorization or order is required, the Depositor has obtained the same. The Depositor hereby represents and warrants to the Trustee on behalf as of the Trust Closing Date, following the transfer of each Home Equity Loanthe Mortgage Loans to it by the Sellers, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) Mortgage Loans and the related Mortgage Notes were subject to no prior lienoffsets, claimclaims, participation interest, mortgage, security interest, pledge, charge defenses or other encumbrance or other interest of any nature (other than liens which will be simultaneously released). (h) As counterclaims. It is understood and agreed that the representations and warranties set forth in this Section 2.04 shall survive delivery of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans Mortgage Files to the Trustee on behalf or the related Custodian for the benefit of the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etcCertificateholders. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery Upon discovery by the Depositor or the Trustee of a breach of such representations and warranties, the Operative Documents party discovering such breach shall give prompt written notice to which it is a partythe others, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a partyeach Rating Agency.

Representations and Warranties of the Depositor. The Depositor hereby represents, represents and warrants and covenants to the Owner Trustee that as of the Startup Daythat: (a) The Depositor is a limited liability company duly formed organized and validly existing as a corporation in good standing under the laws governing its creation and existence, is not in violation of the laws State of any state in which any Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company Delaware, with power and authority to own its properties and operate its properties, to carry out conduct its business as such properties are currently owned and such business is presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a partyconducted. (b) The execution Depositor is duly qualified to do business as a foreign 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. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by the Depositor by all necessary limited liability company action on the part corporate action. (d) The consummation of the Depositor transactions contemplated by this Agreement and will the fulfillment of the terms hereof do not violate conflict with, result in any breach of any of the Depositor’s certificate of formation or amended terms and restated limited liability company agreement provisions of, or constitute a default (with or an event which, with without notice or lapse of time) a default under, the certificate of incorporation or bylaws of the Depositor, or both, would constitute a default) under, or result in a breach of, any material contractindenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the Depositor is bound creation or violate any statute or any order, rule or regulation imposition of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or Lien upon any of its properties. (c) This Agreement and the other Operative Documents properties pursuant to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereofof any such indenture, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium agreement or other similar laws affecting creditors’ rights generally and by general principles of equity instrument (whether considered in a proceeding or action in equity or at lawother than pursuant to the Basic Documents). (d) The Depositor is not in default with respect to ; nor violate any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process law or, to the best of the Depositor’s 's knowledge, threatened against any order, rule or regulation applicable to the Depositor which litigationof any court or of any federal or state regulatory body, proceeding administrative agency or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of governmental instrumentality having jurisdiction over the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a partyproperties. (fe) The statements contained in There are no proceedings or investigations pending or, to the Registration Statement which describe Depositor's best knowledge, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or matters or activities for which its properties: (A) asserting the Depositor is responsible in accordance with invalidity of this Agreement, (B) seeking to prevent the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading. (g) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Loan, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest consummation of any nature (other than liens which will be simultaneously released). (h) As of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement or (C) seeking any determination or ruling that might materially and the other Operative Documents on the part of the Depositor and adversely affect the performance by the Depositor of its obligations under under, or the validity or enforceability of, this Agreement and such of the other Operative Documents to which it is a partyAgreement.

Representations and Warranties of the Depositor. The Depositor hereby represents, warrants and covenants to the Trustee that as of the Startup DayClosing Date: (ai) The Depositor is a limited liability company corporation duly formed and validly existing under the laws governing its creation and existence, is not in violation of compliance with the laws of any each state in which any Mortgaged Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business business, or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a party. (bii) The execution and delivery of this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company corporate action on the part of the Depositor and will not violate the Depositor’s certificate of formation 's Charter or amended and restated limited liability company agreement Bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material contract, agreement or other instrument to which the Depositor is a party or by which the Depositor is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or any of its properties. (ciii) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (div) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (ev) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s 's knowledge, threatened against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Mortgage Loans or the Depositor’s 's performance hereunder and under the other Operative Documents to which the Depositor is a party. (fvi) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading[reserved]. (gvii) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust Fund of each Home Equity Mortgage Loan, the Depositor had good and equitable title to each Home Equity Mortgage Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released)nature. (hviii) As of the Startup DayClosing Date, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Original Mortgage Loans to the Trustee on behalf of the Trust Fund. (ix) The Depositor is solvent and will not be made insolvent by the transfer of the Mortgage Loans, and the Depositor is not aware of any impending insolvency. The Depositor has not transferred the Mortgage Loans to the Trustee on behalf of the Trust Fund with any intent to hinder, delay or defraud any of its creditors. (jx) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “"Blue Sky” " statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a party. (xi) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Depositor hereunder are not subject to the bulk transfer laws of any similar statutory provisions in effect in any applicable jurisdiction. (xii) [reserved].

Representations and Warranties of the Depositor. The Depositor hereby represents, represents and warrants and covenants to the Owner Trustee that as of the Startup Daythat: (ai) The Depositor is a limited liability company duly formed organized and validly existing as a corporation in good standing under the laws governing its creation and existence, is not in violation of the laws State of any state 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. (ii) The Depositor is duly qualified to do business as a foreign corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which any Property the ownership or lease of its property or the Depositor is located conduct of its business shall require such qualifications and in which the failure to so qualify would have a material adverse effect on the business, properties, assets or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. Depositor. (iii) The Depositor has all requisite limited liability company the power and authority to own execute and operate its properties, deliver this Trust Agreement and to carry out its business as presently conducted terms; the Depositor has full power and as proposed authority to sell and assign the property to be conducted sold and assigned to enter into and discharge its obligations under this Agreement deposited with the Trust as part of the Trust and the other Operative Documents Depositor has duly authorized such sale and assignment and deposit to which it is a party. (b) The execution the Trust by all necessary corporate action; and the execution, delivery and performance of this Trust Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by the Depositor by all necessary limited liability company action on the part corporate action. (iv) The consummation of the Depositor transactions contemplated by this Trust Agreement and will the fulfillment of the terms hereof do not violate conflict with, result in any breach of any of the Depositor’s certificate of formation or amended terms and restated limited liability company agreement provisions of, or constitute a default (with or an event which, with without notice or lapse of time) a default under, the articles of incorporation or bylaws of the Depositor, or both, would constitute a default) under, or result in a breach of, any material contractindenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the Depositor is bound creation or violate any statute or any order, rule or regulation imposition of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or Lien upon any of its properties. (c) This Agreement and the other Operative Documents properties pursuant to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereofof any such indenture, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium agreement or other similar laws affecting creditors’ rights generally and by general principles of equity instrument (whether considered in a proceeding or action in equity or at lawother than pursuant to the Basic Documents). (d) The Depositor is not in default with respect to ; nor violate any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process law or, to the best of the Depositor’s knowledge, threatened against any order, rule or regulation applicable to the Depositor which litigationof any court or of any federal or state regulatory body, proceeding administrative agency or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of governmental instrumentality having jurisdiction over the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a partyproperties. (f) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading. (g) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Loan, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released). (h) As of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a party.

Representations and Warranties of the Depositor. The Depositor hereby represents, represents and warrants and covenants to the Master Servicer, the Securities Administrator and the Trustee that as follows, as of the Startup Daydate hereof and as of the Closing Date: (ai) The Depositor is duly organized and is validly existing as a limited liability company duly formed and validly existing in good standing under the laws governing its creation and existence, is not in violation of the laws State of any state in which any Property or the Depositor is located or doing business which violation would materially Delaware and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company full power and authority necessary to own or hold its properties and operate its properties, to carry out conduct its business as presently now conducted and as proposed to be conducted by it and to enter into and discharge perform its obligations under this Agreement and the other Operative Documents to which it is a partyAgreement. (bii) The Depositor has the full power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by, this Agreement and has duly authorized, by all necessary corporate action on its part, the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, subject, as to enforceability, to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and (ii) general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (iii) The execution and delivery of this Agreement by the Depositor, the consummation of the transactions contemplated by this Agreement, and the other Operative Documents to which it is a party by the Depositor and its performance and fulfillment of or compliance with the terms hereof and thereof are in the ordinary course of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part business of the Depositor and will not violate (A) result in a material breach of any term or provision of the Depositor’s certificate of formation or amended and restated limited liability company agreement of the Depositor or constitute (B) materially conflict with, result in a default (material breach, violation or an event which, with notice or lapse of time, or both, would constitute a default) underacceleration of, or result in a breach ofmaterial default under, the terms of any other material contract, agreement or other instrument to which the Depositor is a party or by which it may be bound or (C) constitute a material violation of any statute, order or regulation applicable to the Depositor of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor; and the Depositor is bound not in breach or violate violation of any statute material indenture or other material agreement or instrument, or in violation of any orderstatute, rule order or regulation of any court, governmental regulatory body, administrative agency or governmental body or other tribunal having jurisdiction over it which breach or violation may materially impair the Depositor Depositor’s ability to perform or meet any of its propertiesobligations under this Agreement. (c) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (eiv) No litigationlitigation is pending, proceeding or investigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s knowledge, threatened threatened, against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial execution, delivery or otherwise) enforceability of this Agreement or operations the ability of the Depositor or to perform its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and obligations under the other Operative Documents to which the Depositor is a party. (f) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible this Agreement in accordance with the Operative Documents terms hereof or which are attributed to thereof. (v) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Depositor therein are true and correct in all material respectsof, and the Registration Statement does not contain any untrue statement of a material fact with respect to or compliance by the Depositor with this Agreement or omit to state a material fact the consummation of the transactions contemplated hereby or thereby, or if any such consent, approval, authorization or order is required, the Depositor has obtained the same. (vi) The Depositor has filed all reports required to be stated therein filed by Section 13 or necessary in order to make 15(d) of the statements contained therein with respect to Exchange Act during the preceding 12 months (or for such shorter period that the Depositor not misleading. (gwas required to file such reports) Immediately prior and it has been subject to such filing requirement for the sale past 90 days. The Depositor hereby represents and assignment by the Depositor warrants to the Trustee on behalf as of the Trust Closing Date, following the transfer of each Home Equity Loanthe Mortgage Loans to it by the Seller, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) Mortgage Loans and the related Mortgage Notes were subject to no prior lienoffsets, claimclaims, participation interest, mortgage, security interest, pledge, charge defenses or other encumbrance or other interest of any nature (other than liens which will be simultaneously released). (h) As of counterclaims. It is understood and agreed that the Startup Day, the Depositor has transferred all right, title representations and interest warranties set forth in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a party.Section

Representations and Warranties of the Depositor. The Depositor hereby represents, warrants and covenants to the Trustee and the Owners that as of the Startup Day: (a) The Depositor is a limited liability company corporation duly formed and organized, validly existing and in good standing under the laws governing its creation and existence, is not in violation of the laws of any state in which any Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan existence and is in good standing as a foreign corporation in each jurisdiction in which the nature of its business business, or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company corporate power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a party. (b) The execution and delivery of this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company corporate action on the part of the Depositor and will not violate the Depositor’s certificate 's Certificate of formation Incorporation or amended and restated limited liability company agreement Bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material contract, agreement or other instrument to which the Depositor is a party or by which the Depositor is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or any of its properties. (c) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could would materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could would materially and adversely affect its performance hereunder and or under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation litigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s 's knowledge, threatened against the Depositor which litigation, proceeding or investigation litigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s its performance hereunder and under the other Operative Documents to which the Depositor is a party. (f) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by the Depositor contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (g) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed attributable to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor Depositor, in light of the circumstances under which they were made, not misleading. (g) Immediately prior . The Registration Statement does not contain any untrue statement of a material fact required to be stated therein or omit to state any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. There is no fact known to the sale and assignment Depositor that materially adversely affects or in the future may (so far as the Depositor can now reasonably foresee) materially adversely affect the Depositor or the Home Equity Loans or the ownership interests therein represented by the Depositor to Certificates that has not been set forth in the Trustee on behalf of the Trust of each Home Equity Loan, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released)Registration Statement. (h) As of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “"Blue Sky” " statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a party. (i) The transactions contemplated by this Agreement are in the ordinary course of business of the Depositor. (j) The Depositor is not insolvent, nor will it be made insolvent by the transfer of the Home Equity Loans, nor is the Depositor aware of any pending insolvency. (k) The transfer, assignment and conveyance of the Notes and the Mortgages by the Depositor hereunder are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction. (l) The Depositor is not transferring the Home Equity Loans to the Trustee with any intent to hinder, delay or defraud its creditors. It is understood and agreed that the representations and warranties set forth in this Section 3.01 shall survive delivery of the respective Home Equity Loans to the Trustee.

Representations and Warranties of the Depositor. The Depositor hereby represents, represents and warrants and covenants to the Master Servicer, the Securities Administrator and the Trustee that as follows, as of the Startup Daydate hereof and as of the Closing Date: (ai) The Depositor is duly organized and is validly existing as a limited liability company duly formed and validly existing in good standing under the laws governing its creation and existence, is not in violation of the laws State of any state in which any Property or the Depositor is located or doing business which violation would materially Delaware and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company full power and authority necessary to own or hold its properties and operate its properties, to carry out conduct its business as presently now conducted and as proposed to be conducted by it and to enter into and discharge perform its obligations under this Agreement and the other Operative Documents to which it is a partyAgreement. (bii) The Depositor has the full power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by, this Agreement and has duly authorized, by all necessary corporate action on its part, the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, subject, as to enforceability, to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and (ii) general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (iii) The execution and delivery of this Agreement by the Depositor, the consummation of the transactions contemplated by this Agreement, and the other Operative Documents to which it is a party by the Depositor and its performance and fulfillment of or compliance with the terms hereof and thereof are in the ordinary course of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part business of the Depositor and will not violate (A) result in a material breach of any term or provision of the Depositor’s certificate of formation or amended and restated limited liability company agreement of the Depositor or constitute (B) materially conflict with, result in a default (material breach, violation or an event which, with notice or lapse of time, or both, would constitute a default) underacceleration of, or result in a breach ofmaterial default under, the terms of any other material contract, agreement or other instrument to which the Depositor is a party or by which it may be bound or (C) constitute a material violation of any statute, order or regulation applicable to the Depositor of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor; and the Depositor is bound not in breach or violate violation of any statute material indenture or other material agreement or instrument, or in violation of any orderstatute, rule order or regulation of any court, governmental regulatory body, administrative agency or governmental body or other tribunal having jurisdiction over it which breach or violation may materially impair the Depositor Depositor’s ability to perform or meet any of its propertiesobligations under this Agreement. (c) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (eiv) No litigationlitigation is pending, proceeding or investigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s knowledge, threatened threatened, against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial execution, delivery or otherwise) enforceability of this Agreement or operations the ability of the Depositor or to perform its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and obligations under the other Operative Documents to which the Depositor is a party. (f) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible this Agreement in accordance with the Operative Documents terms hereof or which are attributed to thereof. (v) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Depositor therein are true and correct in all material respectsof, and the Registration Statement does not contain any untrue statement of a material fact with respect to or compliance by the Depositor with this Agreement or omit to state a material fact the consummation of the transactions contemplated hereby or thereby, or if any such consent, approval, authorization or order is required, the Depositor has obtained the same. (vi) The Depositor has filed all reports required to be stated therein filed by Section 13 or necessary in order to make 15(d) of the statements contained therein with respect to Exchange Act during the preceding 12 months (or for such shorter period that the Depositor not misleading. (gwas required to file such reports) Immediately prior and it has been subject to such filing requirement for the sale past 90 days. The Depositor hereby represents and assignment by the Depositor warrants to the Trustee on behalf as of the Trust Closing Date, following the transfer of each Home Equity Loanthe Mortgage Loans to it by the Seller, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) Mortgage Loans and the related Mortgage Notes were subject to no prior lienoffsets, claimclaims, participation interest, mortgage, security interest, pledge, charge defenses or other encumbrance or other interest of any nature (other than liens which will be simultaneously released). (h) As counterclaims. It is understood and agreed that the representations and warranties set forth in this Section 2.04 shall survive delivery of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans Mortgage Files to the Trustee on behalf or the Custodian for the benefit of the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etcCertificateholders. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery Upon discovery by the Depositor or the Trustee of a breach of such representations and warranties, the Operative Documents party discovering such breach shall give prompt written notice to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force others and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a partyeach Rating Agency.

Representations and Warranties of the Depositor. The Depositor hereby represents, represents and warrants and covenants to the Owner Trustee that as of the Startup Daythat: (a) The Depositor is a limited liability company duly formed organized and validly existing as a statutory trust in good standing under the laws governing its creation and existence, is not in violation of the laws State of any state in which any Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company Delaware, with power and authority to own its properties and operate its properties, to carry out conduct its business as such properties are currently owned and such business is presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a partyconducted. (b) The execution Depositor is duly qualified to do business as a foreign business trust 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. (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, and deposited with, the Trust, and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary corporate action. (d) The consummation of the transactions contemplated by this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with fulfillment of the terms hereof do not conflict with, result in any breach of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part any of the Depositor terms and will not violate provisions of, or constitute (with or without notice or lapse of time or both) a default under, the Depositor’s certificate Certificate of formation Trust or amended and restated limited liability company trust agreement or constitute a default (or an event which, with notice or lapse of timethe Depositor, or both, would constitute a default) under, or result in a breach of, any material contractindenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the Depositor is bound creation or violate any statute or any order, rule or regulation imposition of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or Lien upon any of its properties. (c) This Agreement and the other Operative Documents properties pursuant to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereofof any such indenture, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium agreement or other similar laws affecting creditors’ rights generally and by general principles of equity instrument (whether considered in a proceeding or action in equity or at lawother than pursuant to the Basic Documents). (d) The Depositor is not in default with respect to ; nor violate any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process law or, to the best of the Depositor’s 's knowledge, threatened against any order, rule or regulation applicable to the Depositor which litigationof any court or of any Federal or state regulatory body, proceeding administrative agency or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of governmental instrumentality having jurisdiction over the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a partyproperties. (fe) The statements contained in There are no proceedings or investigations pending or, to the Registration Statement which describe Depositor's best knowledge, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading. (g) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Loan, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released). (h) As of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. its properties: (i) The Depositor has not transferred asserting the Home Equity Loans to invalidity of this Agreement, the Trustee on behalf Indenture, any of the Trust with any intent other Basic Documents, the Notes or the Certificates, (ii) seeking to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as prevent the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale issuance of the Notes or the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of any of the transactions contemplated by this Agreement and Agreement, the Indenture or any of the other Operative Documents on the part of the Depositor Basic Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under under, or the validity or enforceability of, this Agreement and such or (iv) which might adversely affect the Federal income tax attributes or Applicable Tax State franchise or income tax attributes, of the other Operative Documents to which it is a partyNotes. (f) The representations and warranties of the Depositor in Section 3.1 of the Purchase Agreement are true and correct.

Representations and Warranties of the Depositor. The Depositor hereby represents, warrants and covenants to the Trustee that as of the Startup Day: (a) The Depositor is a limited liability company duly formed and validly existing under the laws governing its creation and existence, is not in violation of the laws of any state in which any Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a party. (b) The execution and delivery of this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Depositor and will not violate the Depositor’s 's certificate of formation or amended and restated limited liability company agreement or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material contract, agreement or other instrument to which the Depositor is a party or by which the Depositor is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or any of its properties. (c) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s 's knowledge, threatened against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s 's performance hereunder and under the other Operative Documents to which the Depositor is a party. (f) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading. (g) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Loan, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released). (h) As of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “"Blue Sky” " statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a party.

Representations and Warranties of the Depositor. The Depositor hereby represents, represents and warrants and covenants to the Owner Trustee that as of the Startup Daythat: (a) The Depositor is a limited liability company duly formed organized and validly existing as a corporation in good standing under the laws governing its creation and existence, is not in violation of the laws State of any state Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which any Property the ownership or lease of its property or the Depositor is located conduct of its business shall require such qualifications and in which the failure to so qualify would have a material adverse effect on the business, properties, assets or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. Depositor. (c) The Depositor has all requisite limited liability company the power and authority to own execute and operate its properties, deliver this Trust Agreement and to carry out its business as presently conducted terms; the Depositor has full power and as proposed authority to convey and assign the property to be conducted conveyed and assigned to enter into and discharge its obligations under this Agreement deposited with the Trust as part of the Owner Trust Estate and the other Operative Documents Depositor has duly authorized such conveyance and assignment and deposit to which it is a party. (b) The execution the Trust by all necessary corporate action; and the execution, delivery and performance of this Trust Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by the Depositor by all necessary limited liability company action on the part corporate action. (d) The consummation of the Depositor transactions contemplated by this Trust Agreement and will the fulfillment of the terms hereof do not violate conflict with, result in any breach of any of the Depositor’s certificate of formation or amended terms and restated limited liability company agreement provisions of, or constitute a default (with or an event which, with without notice or lapse of time) a default under, the articles of incorporation or bylaws of the Depositor, or both, would constitute a default) under, or result in a breach of, any material contractindenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the Depositor is bound creation or violate any statute or any order, rule or regulation imposition of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or Lien upon any of its properties. (c) This Agreement and the other Operative Documents properties pursuant to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereofof any such indenture, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium agreement or other similar laws affecting creditors’ rights generally and by general principles of equity instrument (whether considered in a proceeding or action in equity or at lawother than pursuant to the Basic Documents). (d) The Depositor is not in default with respect to ; nor violate any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process law or, to the best of the Depositor’s knowledge, threatened against any order, rule or regulation applicable to the Depositor which litigationof any court or of any federal or state regulatory body, proceeding administrative agency or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of governmental instrumentality having jurisdiction over the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a partyproperties. (fe) The statements contained in Trust is not required to register as an investment company under the Registration Statement which describe Investment Company Act and is not under the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement control of a material fact with respect to the Depositor or omit to state a material fact Person required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleadingso register. (g) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Loan, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released). (h) As of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a party.

Representations and Warranties of the Depositor. The Depositor hereby represents, represents and warrants and covenants to the Owner Trustee that as of the Startup Daythat: (ai) The Depositor is a limited liability company duly formed organized and validly existing as a corporation in good standing under the laws governing its creation and existence, is not in violation of the laws State of any state in which any Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company Nevada, with power and authority to own its properties and operate to conduct its properties, business as such properties are currently owned and such business is presently conducted. (ii) The Depositor is duly qualified to do business as a foreign 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. (iii) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its business as presently conducted terms; the Depositor has full power and as proposed authority to transfer and assign the property to be conducted transferred and assigned to enter into and discharge its obligations under this Agreement deposited with the Trust and the other Operative Documents Depositor has duly authorized such transfer and assignment and deposit to which it is a party. (b) The execution the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by the Depositor by all necessary limited liability company action on the part corporate action. (iv) The consummation of the Depositor transactions contemplated by this Agreement and will the fulfillment of the terms hereof do not violate conflict with, result in any breach of any of the Depositor’s certificate of formation or amended terms and restated limited liability company agreement provisions of, or constitute a default (with or an event which, with without notice or lapse of time) a default under, the articles of incorporation or bylaws of the Depositor, or both, would constitute a default) under, or result in a breach of, any material contractindenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the Depositor is bound creation or violate any statute or any order, rule or regulation imposition of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or Lien upon any of its properties. (c) This Agreement and the other Operative Documents properties pursuant to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereofof any such indenture, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium agreement or other similar laws affecting creditors’ rights generally and by general principles of equity instrument (whether considered in a proceeding or action in equity or at lawother than pursuant to the Basic Documents). (d) The Depositor is not in default with respect to ; nor violate any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process law or, to the best of the Depositor’s 's knowledge, threatened against any order, rule or regulation applicable to the Depositor which litigationof any court or of any federal or state regulatory body, proceeding administrative agency or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of governmental instrumentality having jurisdiction over the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a partyproperties. (fv) The statements contained in To the Registration Statement which describe Depositor's best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or matters or activities for which its properties: (A) asserting the Depositor is responsible in accordance with invalidity of this Agreement, (B) seeking to prevent the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading. (g) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Loan, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest consummation of any nature (other than liens which will be simultaneously released). (h) As of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement or (C) seeking any determination or ruling that might materially and the other Operative Documents on the part of the Depositor and adversely affect the performance by the Depositor of its obligations under under, or the validity or enforceability of, this Agreement and such of the other Operative Documents to which it is a partyAgreement.

Representations and Warranties of the Depositor. The Depositor hereby represents, represents and warrants and covenants to the Owner Trustee that as of the Startup Daythat: (aI) The Depositor is a limited liability company duly formed organized and validly existing as a corporation in good standing under the laws governing its creation and existence, is not in violation of the laws State of any state California, 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. (II) The Depositor is duly qualified to do business as a foreign corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which any Property the ownership or lease of its property or the Depositor is located conduct of its business shall require such qualifications and in which the failure to so qualify would have a material adverse effect on the business, properties, assets or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. Depositor. (III) The Depositor has all requisite limited liability company the power and authority to own execute and operate its properties, deliver this Trust Agreement and to carry out its business as presently conducted terms; the Depositor has full power and as proposed authority to convey and assign the property to be conducted conveyed and assigned to enter into and discharge its obligations under this Agreement deposited with the Trust as part of the Owner Trust Estate and the other Operative Documents Depositor has duly authorized such conveyance and assignment and deposit to which it is a party. (b) The execution the Trust by all necessary corporate action; and the execution, delivery and performance of this Trust Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by the Depositor by all necessary limited liability company action on the part corporate action. (IV) The consummation of the Depositor transactions contemplated by this Trust Agreement and will the fulfillment of the terms hereof do not violate conflict with, result in any breach of any of the Depositor’s certificate of formation or amended terms and restated limited liability company agreement provisions of, or constitute a default (with or an event which, with without notice or lapse of time) a default under, the articles of incorporation or bylaws of the Depositor, or both, would constitute a default) under, or result in a breach of, any material contractindenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the Depositor is bound creation or violate any statute or any order, rule or regulation imposition of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or Lien upon any of its properties. (c) This Agreement and the other Operative Documents properties pursuant to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereofof any such indenture, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium agreement or other similar laws affecting creditors’ rights generally and by general principles of equity instrument (whether considered in a proceeding or action in equity or at lawother than pursuant to the Basic Documents). (d) The Depositor is not in default with respect to ; nor violate any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process law or, to the best of the Depositor’s 's knowledge, threatened against any order, rule or regulation applicable to the Depositor which litigationof any court or of any federal or state regulatory body, proceeding administrative agency or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of governmental instrumentality having jurisdiction over the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a partyproperties. (fV) The statements contained in Trust is not required to register as an investment company under the Registration Statement which describe Investment Company Act and is not under the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement control of a material fact with respect to the Depositor or omit to state a material fact Person required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleadingso register. (g) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Loan, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released). (h) As of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (iVI) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf been a "qualified REIT subsidiary" as defined in Section 856(i) of the Trust with any intent to hinder, delay or defraud any of Code throughout its creditorsexistence. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a party.

Representations and Warranties of the Depositor. The Depositor hereby represents, represents and warrants and covenants to the Owner Trustee that as of the Startup Daythat: (a) The Depositor is a limited liability company duly formed organized and validly existing as a business trust in good standing under the laws governing its creation and existence, is not in violation of the laws State of any state in which any Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company Delaware, with power and authority to own its properties and operate its properties, to carry out conduct its business as such properties are currently owned and such business is presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a partyconducted. (b) The execution Depositor is duly qualified to do business as a foreign business trust 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. (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, and deposited with, the Trust, and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement has been duly authorized by the Depositor by all necessary corporate action. (d) The consummation of the transactions contemplated by this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with fulfillment of the terms hereof do not conflict with, result in any breach of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part any of the Depositor terms and will not violate provisions of, or constitute (with or without notice or lapse of time or both) a default under, the Depositor’s certificate Certificate of formation Trust or amended and restated limited liability company trust agreement or constitute a default (or an event which, with notice or lapse of timethe Depositor, or both, would constitute a default) under, or result in a breach of, any material contractindenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the Depositor is bound creation or violate any statute or any order, rule or regulation imposition of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or Lien upon any of its properties. (c) This Agreement and the other Operative Documents properties pursuant to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereofof any such indenture, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium agreement or other similar laws affecting creditors’ rights generally and by general principles of equity instrument (whether considered in a proceeding or action in equity or at lawother than pursuant to the Basic Documents). (d) The Depositor is not in default with respect to ; nor violate any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process law or, to the best of the Depositor’s 's knowledge, threatened against any order, rule or regulation applicable to the Depositor which litigationof any court or of any Federal or state regulatory body, proceeding administrative agency or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of governmental instrumentality having jurisdiction over the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a partyproperties. (fe) The statements contained in There are no proceedings or investigations pending or, to the Registration Statement which describe Depositor's best knowledge, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading. (g) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Loan, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released). (h) As of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. its properties: (i) The Depositor has not transferred asserting the Home Equity Loans to invalidity of this Agreement, the Trustee on behalf Indenture, any of the Trust with any intent other Basic Documents, the Notes or the Certificates (ii) seeking to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as prevent the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale issuance of the Notes or the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of any of the transactions contemplated by this Agreement and Agreement, the Indenture or any of the other Operative Documents on the part of the Depositor Basic Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under under, or the validity or enforceability of, this Agreement and such or (iv) which might adversely affect the Federal income tax attributes or Applicable Tax State franchise or income tax attributes, of the other Operative Documents to which it is a partyNotes. (f) The representations and warranties of the Depositor in Section 3.1 of the Purchase Agreement are true and correct.

Representations and Warranties of the Depositor. The Depositor hereby represents, represents and warrants and covenants to the Trust and the Trustee that as on behalf of the Startup DayCertificateholders and the Class A-1 Insurer as follows: (a) The Depositor is a limited liability company duly formed organized and validly existing as a corporation in good standing under the laws governing its creation and existence, is not in violation of the laws State of any state Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which any Property the ownership or lease of its property or the Depositor is located conduct of its business shall require such qualifications and in which the failure to so qualify would have a material adverse effect on the business, properties, assets or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or and the ability of the Trust Depositor to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. perform hereunder. (c) The Depositor has all requisite limited liability company the power and authority to own execute and operate its properties, deliver this Agreement and to carry out its business as presently conducted terms; the Depositor has full power and as proposed authority to purchase the property to be conducted and to enter into and discharge its obligations under this Agreement purchased from the Seller and the other Operative Documents to which it is a party. (b) The execution Depositor has duly authorized such purchase by all necessary corporate action; and the execution, delivery and performance of this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by the Depositor by all necessary limited liability company action on corporate action. When executed and delivered, this Agreement will constitute the part legal, valid and binding obligation of the Depositor enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally and will by the availability of equitable remedies. (d) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not violate conflict with, result in any breach of any of the Depositor’s certificate of formation or amended terms and restated limited liability company agreement provisions of, or constitute a default (with or an event which, with without notice or lapse of time) a default under, the articles of incorporation or bylaws of the Depositor, or both, would constitute a default) under, or result in a breach of, any material contractindenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the Depositor is bound creation or violate any statute or any order, rule or regulation imposition of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or Lien upon any of its properties. (c) This Agreement and the other Operative Documents properties pursuant to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereofof any such indenture, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium agreement or other similar laws affecting creditors’ rights generally and by general principles of equity instrument (whether considered in a proceeding or action in equity or at lawother than pursuant to the Basic Documents). (d) The Depositor is not in default with respect to ; nor violate any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process law or, to the best of the Depositor’s knowledge, threatened against any order, rule or regulation applicable to the Depositor which litigationof any court or of any federal or state regulatory body, proceeding administrative agency or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of governmental instrumentality having jurisdiction over the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a partyproperties. (f) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading. (g) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Loan, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released). (h) As of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a party.

Representations and Warranties of the Depositor. The Depositor hereby represents, represents and warrants and covenants to the Trust and the Trustee that as on behalf of the Startup DayCertificateholders as follows: (a) The Depositor is a limited liability company duly formed and validly existing under the laws governing its creation and existence, is not in violation of the laws of any state in which any Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a party. (b) The execution and delivery of this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Depositor and will not violate the Depositor’s certificate of formation or amended and restated limited liability company agreement or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material contract, agreement or other instrument to which the Depositor is a party or by which the Depositor is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or any of its properties. (ci) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each agreement constitutes a validlegal, legal valid and binding obligation of the Depositor, enforceable against it the Depositor in accordance with the terms hereof and thereofits terms, except as the enforcement hereof and thereof enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ ' rights generally and in general an except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or action in equity or at lawequity).; (d) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s knowledge, threatened against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a party. (f) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading. (gii) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Mortgage Loan, the Depositor had good and marketable title to each Home Equity Mortgage Loan (insofar as such title was conveyed to it by the SellersSeller) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released).nature; (hiii) As of the Startup DayClosing Date, the Depositor has transferred all right, title and interest in the Home Equity Mortgage Loans to the Trustee on behalf of the Trust.; (iiv) The Depositor has not transferred the Home Equity Mortgage Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors.; (jv) All actionsThe Depositor has been duly incorporated and is validly existing as a corporation in good standing under the laws of Delaware, approvalswith full corporate power and authority to own its assets and conduct its business as presently being conducted; (vi) The Depositor is not in violation of its certificate of incorporation or by-laws or in default in the performance or observance of any material obligation, consentsagreement, waiverscovenant or condition contained in any contract, exemptionsindenture, variancesmortgage, franchisesloan agreement, ordersnote, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state lease or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as instrument to which the Depositor makes no such representation is a party or warranty)by which it or its properties may be bound, that are necessary which default might result in any material adverse changes in the financial condition, earnings, affairs or advisable in connection with the purchase and sale business of the Certificates Depositor or which might materially and adversely affect the execution properties or assets, taken as a whole, of the Depositor; (vii) The execution, delivery and delivery performance of this Agreement by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom takenDepositor, and are adequate to authorize the consummation of the transactions contemplated thereby, do not and will not result in a material breach or violation of any of the terms or provisions of, or, to the knowledge of the Depositor, constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Depositor is a party or by this Agreement and which the other Operative Documents on Depositor is bound or to which any of the part property or assets of the Depositor is subject, nor will such actions result in any violation of the provisions of the certificate of incorporation or by-laws of the Depositor or, to the best of the Depositor's knowledge without independent investigation, any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Depositor or any of its properties or assets (except for such conflicts, breaches, violations and defaults as would not have a material adverse effect on the ability of the Depositor to perform its obligations under this Agreement); (viii) To the best of the Depositor's knowledge without any independent investigation, no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body of the United States or any other jurisdiction is required for the issuance of the Certificates, or the consummation by the Depositor of the other transactions contemplated by this Agreement, except such consents, approvals, authorizations, registrations or qualifications as (a) may be required under State securities or "blue sky" laws, (b) have been previously obtained or (c) the failure of which to obtain would not have a material adverse effect on the performance by the Depositor of its obligations under under, or the validity or enforceability of, this Agreement; and (ix) There are no actions, proceedings or investigations pending before or, to the Depositor's knowledge, threatened by any court, administrative agency or other tribunal to which the Depositor is a party or of which any of its properties is the subject: (a) which if determined adversely to the Depositor would have a material adverse effect on the business, results of operations or financial condition of the Depositor; (b) asserting the invalidity of this Agreement and such or the Certificates; (c) seeking to prevent the issuance of the other Operative Documents to Certificates or the consummation by the Depositor of any of the transactions contemplated by this Agreement, as the case may be; or (d) which it is a partymight materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement.

Representations and Warranties of the Depositor. The Depositor hereby represents, warrants and covenants to the Trustee Trustee, the Master Servicer, CIFG and the Servicer that as of the Startup DayClosing Date: (ai) The Depositor is a limited liability company corporation duly formed and validly existing under the laws governing its creation and existence, is not in violation of compliance with the laws of any each state in which any Mortgaged Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business business, or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a party.; (bii) The execution and delivery of this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company corporate action on the part of the Depositor and will not violate the Depositor’s certificate of formation Charter or amended and restated limited liability company agreement Bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material contract, agreement or other instrument to which the Depositor is a party or by which the Depositor is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or any of its properties.; (ciii) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law).; (div) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party.; (ev) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s knowledge, threatened against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans Mortgage Loans, the issuance of the Certificates or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a party.; (fvi) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading.[Reserved]; (gvii) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Mortgage Loan, the Depositor had good and equitable title to each Home Equity Mortgage Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lienlien (except, with respect to any second lien Mortgage Loan, the related First Lien), claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released).nature; (hviii) As of the Startup DayClosing Date, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Mortgage Loans to the Trustee on behalf of the Trust Fund; (ix) The Depositor is solvent and will not be made insolvent by the transfer of the Mortgage Loans, and the Depositor is not aware of any impending insolvency. The Depositor has not transferred the Mortgage Loans to the Trustee on behalf of the Trust Fund with any intent to hinder, delay or defraud any of its creditors.; (jx) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a party; and (xi) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Depositor hereunder are not subject to the bulk transfer laws of any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Depositor. The Depositor hereby represents, represents and warrants and covenants to the Owner Trustee that as of the Startup Daythat: (a) The Depositor is a limited liability company duly formed organized and validly existing as a corporation in good standing under the laws governing its creation and existence, is not in violation of the laws State of any state in which any Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company Delaware, with power and authority to own its properties and operate its properties, to carry out conduct its business as such properties are currently owned and such business is presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a partyconducted. (b) The execution Depositor is duly qualified to do business as a foreign 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. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by the Depositor by all necessary limited liability company action on the part corporate action. (d) The consummation of the Depositor transactions contemplated by this Agreement and will the fulfillment of the terms hereof do not violate conflict with, result in any breach of any of the Depositor’s certificate of formation or amended terms and restated limited liability company agreement provisions of, or constitute a default (with or an event which, with without notice or lapse of time) a default under, the certificate of incorporation or bylaws of the Depositor, or both, would constitute a default) under, or result in a breach of, any material contractindenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the Depositor is bound creation or violate any statute or any order, rule or regulation imposition of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or Lien upon any of its properties. (c) This Agreement and the other Operative Documents properties pursuant to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereofof any such indenture, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium agreement or other similar laws affecting creditors’ rights generally and by general principles of equity instrument (whether considered in a proceeding or action in equity or at lawother than pursuant to the Basic Documents). (d) The Depositor is not in default with respect to ; nor violate any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process law or, to the best of the Depositor’s 's knowledge, threatened against any order, rule or regulation applicable to the Depositor which litigationof any court or of any federal or state regulatory body, proceeding administrative agency or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of governmental instrumentality having jurisdiction over the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a partyproperties. (fe) The statements contained in To the Registration Statement which describe Depositor's best knowledge, there are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or matters or activities for which its properties: (A) asserting the Depositor is responsible in accordance with invalidity of this Agreement, (B) seeking to prevent the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading. (g) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Loan, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest consummation of any nature (other than liens which will be simultaneously released). (h) As of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement or (C) seeking any determination or ruling that might materially and the other Operative Documents on the part of the Depositor and adversely affect the performance by the Depositor of its obligations under under, or the validity or enforceability of, this Agreement Agreement. (f) The representations and such warranties of the other Operative Documents to which it is a partyDepositor in Sections [___________] of the [________________________] are true and correct.

Representations and Warranties of the Depositor. The Depositor hereby represents, represents and warrants and covenants to the Trust and the Trustee that as on behalf of the Startup DayCertificateholders as follows: (a) The Depositor is a limited liability company duly formed and validly existing under the laws governing its creation and existence, is not in violation of the laws of any state in which any Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a party. (b) The execution and delivery of this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Depositor and will not violate the Depositor’s certificate of formation or amended and restated limited liability company agreement or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material contract, agreement or other instrument to which the Depositor is a party or by which the Depositor is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or any of its properties. (ci) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each agreement constitutes a validlegal, legal valid and binding obligation of the Depositor, enforceable against it the Depositor in accordance with the terms hereof and thereofits terms, except as the enforcement hereof and thereof enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights generally in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or action in equity or at lawequity).; (d) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s knowledge, threatened against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a party. (f) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading. (gii) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Mortgage Loan, the Depositor had good and marketable title to each Home Equity Mortgage Loan (insofar as such title was conveyed to it by the SellersSeller) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released).nature; (hiii) As of the Startup DayClosing Date, the Depositor has transferred all right, title and interest in the Home Equity Mortgage Loans to the Trustee on behalf of the Trust.; (iiv) The Depositor has not transferred the Home Equity Mortgage Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors.; (jv) All actionsThe Depositor has been duly incorporated and is validly existing as a corporation in good standing under the laws of Delaware, approvalswith full corporate power and authority to own its assets and conduct its business as presently being conducted; (vi) The Depositor is not in violation of its articles of incorporation or by-laws or in default in the performance or observance of any material obligation, consentsagreement, waiverscovenant or condition contained in any contract, exemptionsindenture, variancesmortgage, franchisesloan agreement, ordersnote, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state lease or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as instrument to which the Depositor makes no such representation is a party or warranty)by which it or its properties may be bound, that are necessary which default might result in any material adverse changes in the financial condition, earnings, affairs or advisable in connection with the purchase and sale business of the Certificates Depositor or which might materially and adversely affect the execution properties or assets, taken as a whole, of the Depositor; (vii) The execution, delivery and delivery performance of this Agreement by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom takenDepositor, and are adequate to authorize the consummation of the transactions contemplated thereby, do not and will not result in a material breach or violation of any of the terms or provisions of, or, to the knowledge of the Depositor, constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Depositor is a party or by this Agreement and which the other Operative Documents on Depositor is bound or to which any of the part property or assets of the Depositor is subject, nor will such actions result in any violation of the provisions of the articles of incorporation or by-laws of the Depositor or, to the best of the Depositor’s knowledge without independent investigation, any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Depositor or any of its properties or assets (except for such conflicts, breaches, violations and defaults as would not have a material adverse effect on the ability of the Depositor to perform its obligations under this Agreement); (viii) To the best of the Depositor’s knowledge without any independent investigation, no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body of the United States or any other jurisdiction is required for the issuance of the Certificates, or the consummation by the Depositor of the other transactions contemplated by this Agreement, except such consents, approvals, authorizations, registrations or qualifications as (a) may be required under State securities or Blue Sky laws, (b) have been previously obtained or (c) the failure of which to obtain would not have a material adverse effect on the performance by the Depositor of its obligations under under, or the validity or enforceability of, this Agreement; and (ix) There are no actions, proceedings or investigations pending before or, to the Depositor’s knowledge, threatened by any court, administrative agency or other tribunal to which the Depositor is a party or of which any of its properties is the subject: (a) which if determined adversely to the Depositor would have a material adverse effect on the business, results of operations or financial condition of the Depositor; (b) asserting the invalidity of this Agreement and such or the Certificates; (c) seeking to prevent the issuance of the other Operative Documents to Certificates or the consummation by the Depositor of any of the transactions contemplated by this Agreement, as the case may be; or (d) which it is a partymight materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement.

Representations and Warranties of the Depositor. The Depositor hereby represents, represents and warrants and covenants to the Owner Trustee that as of the Startup Daythat: (ai) The Depositor is a limited liability company duly formed organized and validly existing as a corporation in good standing under the laws governing its creation and existence, is not in violation of the laws State of any state 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. (ii) The Depositor is duly qualified to do business as a foreign corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which any Property the ownership or lease of its property or the Depositor is located conduct of its business shall require such qualifications and in which the failure to so qualify would have a material adverse effect on the business, properties, assets or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. Depositor. (iii) The Depositor has all requisite limited liability company the power and authority to own execute and operate its properties, deliver this Trust Agreement and to carry out its business as presently conducted terms; the Depositor has full power and as proposed authority to convey and assign the property to be conducted conveyed and assigned to enter into and discharge its obligations under this Agreement deposited with the Trust as part of the Owner Trust Estate and the other Operative Documents Depositor has duly authorized such conveyance and assignment and deposit to which it is a party. (b) The execution the Trust by all necessary corporate action; and the execution, delivery and performance of this Trust Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by the Depositor by all necessary limited liability company action on the part corporate action. (iv) The consummation of the Depositor transactions contemplated by this Trust Agreement and will the fulfillment of the terms hereof do not violate conflict with, result in any breach of any of the Depositor’s certificate of formation or amended terms and restated limited liability company agreement provisions of, or constitute a default (with or an event which, with without notice or lapse of time) a default under, the articles of incorporation or bylaws of the Depositor, or both, would constitute a default) under, or result in a breach of, any material contractindenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the Depositor is bound creation or violate any statute or any order, rule or regulation imposition of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or Lien upon any of its properties. (c) This Agreement and the other Operative Documents properties pursuant to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereofof any such indenture, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium agreement or other similar laws affecting creditors’ rights generally and by general principles of equity instrument (whether considered in a proceeding or action in equity or at lawother than pursuant to the Basic Documents). (d) The Depositor is not in default with respect to ; nor violate any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process law or, to the best of the Depositor’s knowledge, threatened against any order, rule or regulation applicable to the Depositor which litigationof any court or of any federal or state regulatory body, proceeding administrative agency or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of governmental instrumentality having jurisdiction over the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a partyproperties. (fv) The statements contained in Trust is not required to register as an investment company under the Registration Statement which describe Investment Company Act and is not under the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement control of a material fact with respect to the Depositor or omit to state a material fact Person required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleadingso register. (g) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Loan, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released). (h) As of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a party.

Representations and Warranties of the Depositor. The Depositor hereby represents, represents and warrants and covenants to the Trust and the Trustee that as on behalf of the Startup DayCertificateholders as follows: (a) The Depositor is a limited liability company duly formed and validly existing under the laws governing its creation and existence, is not in violation of the laws of any state in which any Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a party. (b) The execution and delivery of this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Depositor and will not violate the Depositor’s certificate of formation or amended and restated limited liability company agreement or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material contract, agreement or other instrument to which the Depositor is a party or by which the Depositor is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or any of its properties. (ci) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a validlegal, legal valid and binding obligation of the Depositor, enforceable against it the Depositor in accordance with the terms hereof and thereofits terms, except as the enforcement hereof and thereof enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ ' rights generally and in general an except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or action in equity or at lawequity).; (d) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s knowledge, threatened against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a party. (f) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading. (gii) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Mortgage Loan, the Depositor had good and marketable title to each Home Equity Mortgage Loan (insofar as such title was conveyed to it by the SellersSeller) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released).nature; (hiii) As of the Startup DayClosing Date, the Depositor has transferred all right, title and interest in the Home Equity Mortgage Loans to the Trustee on behalf of the Trust.; (iiv) The Depositor has not transferred the Home Equity Mortgage Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors.; (jv) All actionsThe Depositor has been duly incorporated and is validly existing as a corporation in good standing under the laws of Delaware, approvalswith full corporate power and authority to own its assets and conduct its business as presently being conducted; (vi) The Depositor is not in violation of its certificate of incorporation or by-laws or in default in the performance or observance of any material obligation, consentsagreement, waiverscovenant or condition contained in any contract, exemptionsindenture, variancesmortgage, franchisesloan agreement, ordersnote, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state lease or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as instrument to which the Depositor makes no such representation is a party or warranty)by which it or its properties may be bound, that are necessary which default might result in any material adverse changes in the financial condition, earnings, affairs or advisable in connection with the purchase and sale business of the Certificates Depositor or which might materially and adversely affect the execution properties or assets, taken as a whole, of the Depositor; (vii) The execution, delivery and delivery performance of this Agreement by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom takenDepositor, and are adequate to authorize the consummation of the transactions contemplated thereby, do not and will not result in a material breach or violation of any of the terms or provisions of, or, to the knowledge of the Depositor, constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Depositor is a party or by this Agreement and which the other Operative Documents on Depositor is bound or to which any of the part property or assets of the Depositor is subject, nor will such actions result in any violation of the provisions of the certificate of incorporation or by-laws of the Depositor or, to the best of the Depositor's knowledge without independent investigation, any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Depositor or any of its properties or assets (except for such conflicts, breaches, violations and defaults as would not have a material adverse effect on the ability of the Depositor to perform its obligations under this Agreement); (viii) To the best of the Depositor's knowledge without any independent investigation, no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body of the United States or any other jurisdiction is required for the issuance of the Certificates, or the consummation by the Depositor of the other transactions contemplated by this Agreement, except such consents, approvals, authorizations, registrations or qualifications as (a) may be required under State securities or "blue sky" laws, (b) have been previously obtained or (c) the failure of which to obtain would not have a material adverse effect on the performance by the Depositor of its obligations under under, or the validity or enforceability of, this Agreement; and (ix) There are no actions, proceedings or investigations pending before or, to the Depositor's knowledge, threatened by any court, administrative agency or other tribunal to which the Depositor is a party or of which any of its properties is the subject: (a) which if determined adversely to the Depositor would have a material adverse effect on the business, results of operations or financial condition of the Depositor; (b) asserting the invalidity of this Agreement and such or the Certificates; (c) seeking to prevent the issuance of the other Operative Documents to Certificates or the consummation by the Depositor of any of the transactions contemplated by this Agreement, as the case may be; or (d) which it is a partymight materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement.

Representations and Warranties of the Depositor. The Depositor hereby represents, warrants and covenants to the Trustee Trustee, FSA and the Servicer that as of the Startup DayClosing Date: (ai) The Depositor is a limited liability company corporation duly formed and validly existing under the laws governing its creation and existence, is not in violation of compliance with the laws of any each state in which any Mortgaged Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business business, or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a party. (bii) The execution and delivery of this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company corporate action on the part of the Depositor and will not violate the Depositor’s certificate of formation Charter or amended and restated limited liability company agreement Bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material contract, agreement or other instrument to which the Depositor is a party or by which the Depositor is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or any of its properties. (ciii) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (div) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (ev) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s knowledge, threatened against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans Mortgage Loans, the issuance of the Certificates or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a party. (fvi) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading[Reserved]. (gvii) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust Fund of each Home Equity Mortgage Loan, the Depositor had good and equitable title to each Home Equity Mortgage Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lienlien (except, with respect to any second lien Mortgage Loan, the related First Lien), claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released)nature. (hviii) As of the Startup DayClosing Date, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Mortgage Loans to the Trustee on behalf of the Trust Fund. (ix) The Depositor is solvent and will not be made insolvent by the transfer of the Mortgage Loans, and the Depositor is not aware of any impending insolvency. The Depositor has not transferred the Mortgage Loans to the Trustee on behalf of the Trust Fund with any intent to hinder, delay or defraud any of its creditors. (jx) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a party. (xi) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Depositor hereunder are not subject to the bulk transfer laws of any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Depositor. The Depositor hereby represents, represents and warrants and covenants to the Owner Trustee that as of and the Startup DayAdministrator that: (a) The Depositor is duly organized and validly existing as a Delaware limited liability company duly formed and validly existing under the laws governing its creation and existence, is not in violation of the laws of any state in which any Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company with power and authority to own its properties and operate its properties, to carry out conduct its business as such properties are currently owned and such business is presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a partyconducted. (b) The execution 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, licenses and approvals, except where the failure to have such qualifications, licenses and approvals would not have a material adverse effect on the Depositor. (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 and deposited with the Trust, and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Depositor and will is enforceable against the Depositor in accordance with its terms. (d) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not violate conflict with, result in any breach of any of the Depositor’s certificate of formation or amended terms and restated limited liability company agreement provisions of, or constitute a default (with or an event which, with without notice or lapse of time) a default under, the limited liability company agreement, of the Depositor, or both, would constitute a default) under, or result in a breach of, any material contractindenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the Depositor is bound creation or violate any statute or any order, rule or regulation imposition of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or Lien upon any of its properties. (c) This Agreement and the other Operative Documents properties pursuant to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereofof any such indenture, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium agreement or other similar laws affecting creditors’ rights generally and by general principles of equity instrument (whether considered in a proceeding or action in equity or at lawother than pursuant to the Basic Documents). (d) The Depositor is not in default with respect to ; nor violate any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process law or, to the best of the Depositor’s 's knowledge, threatened against any order, rule or regulation applicable to the Depositor which litigationof any court or of any federal or state regulatory body, proceeding administrative agency or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of governmental instrumentality having jurisdiction over the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a partyproperties. (fe) The statements contained in There are no proceedings or investigations pending or, to the Registration Statement which describe Depositor's best knowledge, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading. (g) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Loan, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released). (h) As of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. its properties: (i) The Depositor has not transferred asserting the Home Equity Loans to invalidity of this Agreement, the Trustee on behalf Indenture, any of the Trust with any intent other Basic Documents, the Notes or the Certificates, (ii) seeking to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as prevent the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale issuance of the Notes or the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of any of the transactions contemplated by this Agreement and Agreement, the Indenture or any of the other Operative Documents on the part of the Depositor Basic Documents, (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of or its obligations under under, or the validity or enforceability of, this Agreement and such or (iv) which might adversely affect the federal income tax attributes, or applicable state tax franchise or income tax attributes, of the other Operative Documents to which it is a partyNotes or the Certificates.

Representations and Warranties of the Depositor. The Depositor hereby represents, represents and warrants and covenants to the Owner Trustee that as of the Startup Daydate of this Trust Agreement and as of each Addition Date that: (a) The Depositor has been duly organized, is a limited liability company duly formed and validly existing under the laws governing its creation and existence, is not in violation of the laws of any state in which any Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which under the nature laws of its business or the properties owned or leased by it make such qualification necessary. The Depositor has jurisdiction of organization and has, in all requisite limited liability company material respects, full power and authority to own its properties and operate its properties, to carry out conduct its business as presently conducted owned and as proposed conducted, and to be conducted execute, deliver and perform its obligations under this Trust Agreement. (b) The Depositor is duly qualified to do business and is in good standing under the laws of each jurisdiction which requires such qualification wherein it owns or leases material properties or conducts material business, and has full power and authority to enter into and discharge perform its obligations under this Trust Agreement and to consummate the other Operative Documents to which it is a partytransactions contemplated hereby. (bc) The execution and delivery of this Trust Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms consummation of the transactions provided for in this Trust Agreement and the other Operative Documents to which it is a party have been duly authorized by the Depositor by all necessary limited liability company action on the part of the Depositor. (d) The execution and delivery by the Depositor of this Trust Agreement, the performance of the transactions contemplated by this Trust Agreement and the fulfillment of the terms hereof applicable to the Depositor will not conflict with or violate any Requirements of Law applicable to the Depositor’s certificate Depositor or conflict with, result in any breach of formation or amended any of the material terms and restated limited liability company agreement provisions of, or constitute a default (with or an event which, with without notice or lapse of time, time or both, would constitute ) a default) material default under, or result in a breach ofany indenture, any material contract, agreement agreement, mortgage, deed of trust or other instrument to which the Depositor is a party or by which the Depositor is bound it or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or any of its propertiesproperties are bound. (ce) This Agreement and There are no proceedings or investigations pending or, to the other Operative Documents to which best knowledge of the Depositor, threatened against the Depositor is a partybefore any Governmental Authority (i) asserting the invalidity of this Trust Agreement, assuming due authorization(ii) seeking to prevent the consummation of any of the transactions contemplated by this Trust Agreement, (iii) seeking any determination or ruling that, in the reasonable judgment of the Depositor, would materially and adversely affect the performance by the Depositor of its obligations under this Trust Agreement or (iv) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Trust Agreement. (f) All authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by the Depositor in connection with the execution and delivery by the other parties hereto Depositor of this Trust Agreement and theretothe performance of the transactions contemplated by this Trust Agreement have been duly obtained, each effected or given and are in full force and effect. (g) This Trust Agreement constitutes a validlegal, legal valid and binding obligation of the Depositor, Depositor enforceable against it the Depositor in accordance with the terms hereof and thereofits terms, except (i) as the enforcement hereof and thereof such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights generally in general, and (ii) as such enforceability may be limited by general principles of equity (whether considered in a proceeding suit at law or action in equity or at law). (d) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s knowledge, threatened against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a party. (f) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading. (g) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Loan, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously releasedequity). (h) As of the Startup Day, the The Depositor has transferred all of its right, title and interest in the Home Equity Loans and to the Owner Trust Estate to the Trust (and the Depositor Loan Trustee transferred its interest in the Loans (with respect to legal title) included in the Owner Trust Estate to the Issuer Loan Trustee on behalf of the Trust) free and clear of all claims, liens and other encumbrances. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a party.

Representations and Warranties of the Depositor. The Depositor hereby represents, warrants and covenants to the Trustee other parties hereto and the Securityholders that as of the Startup DayClosing Date and as of each Transfer Date: (a) The Depositor is a limited liability company duly formed and organized, validly existing and in good standing under the laws governing its creation and existence, is not in violation of the laws of any state in which any Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. The Depositor has organization and has, and had at all requisite limited liability company relevant times, full power and authority to own and operate its propertiesproperty, to carry out on its business as presently conducted and as proposed to be currently conducted and to enter into and discharge perform its obligations under this Agreement and the other Operative Documents each Basic Document to which it is a party.; (b) The execution and delivery by the Depositor of this Agreement and the other Operative Documents each Basic Document to which it the Depositor is a party by the Depositor and its performance of and compliance with all of the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Depositor and thereof will not violate the Depositor’s certificate of formation or amended and restated limited liability company agreement organizational documents or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a the breach or acceleration of, any material contract, agreement or other instrument to which the Depositor is a party or by which the Depositor is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over are applicable to the Depositor or any of its properties.assets; (c) This Agreement The Depositor has the full power and authority to enter into and consummate the other Operative Documents transactions contemplated by each Basic Document to which the Depositor is a party, has duly authorized the execution, delivery and performance of each Basic Document to which it is a party and has duly executed and delivered each Basic Document to which it is a party; each Basic Document to which it is a party, assuming due authorization, execution and delivery by the other party or parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereof, except as the such enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting creditors’ the rights generally of creditors generally, and by general equity principles (regardless of equity (whether such enforcement is considered in a proceeding or action in equity or at law).; (d) The Depositor is not in default violation of, and the execution and delivery by the Depositor of each Basic Document to which the Depositor is a party and its performance and compliance with the terms of each Basic Document to which the Depositor is a party will not constitute a violation with respect to any order or decree of any court or any order, order or regulation or demand of any federal, state, municipal or governmental agencyagency having jurisdiction, which default could violation would materially and adversely affect the financial condition (financial or other) or operations of the Depositor or any of its properties or the consequences of which could materially and adversely affect the performance of any of its performance hereunder and under the other Operative Documents to which the Depositor is a party.duties hereunder; (e) No litigationThere are no actions or proceedings against, proceeding or investigation is investigations of, the Depositor currently pending with respect regard to which the Depositor has received service of process orand no action or proceeding against, or investigation of, the Depositor is, to the best knowledge of the Depositor’s knowledge, threatened against the Depositor which litigationor otherwise pending before any court, proceeding administrative agency or investigation might have consequences other tribunal that (A) would prohibit its entering into this Agreement or any other Operative of the Basic Documents to which it is a party or that render the Securities invalid, (B) seeks to prevent the issuance of the Securities or the consummation of any of the transactions contemplated by any of the Basic Documents to which it is a party or (C) would prohibit or materially and adversely affect the condition (financial or otherwise) or operations of performance by the Depositor of its obligations under, or its properties or might have consequences that would materially and adversely affect the validity or enforceability of, any of the Home Equity Loans Basic Documents to which it is a party or the Depositor’s Securities; (f) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance hereunder and under by the other Operative Depositor of, or compliance by the Depositor with, any of the Basic Documents to which the Depositor is a party or the Securities, or for the consummation of the transactions contemplated by any of the Basic Documents to which the Depositor is a party. (f) The statements contained in the Registration Statement which describe the Depositor or matters or activities , except for which the Depositor is responsible in accordance with the Operative Documents or which are attributed such consents, approvals, authorizations and orders, if any, that have been obtained prior to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading.such date; (g) Immediately prior The Depositor is solvent, is able to the sale pay its debts as they become due and assignment has capital sufficient to carry on its business and its obligations hereunder; it will not be rendered insolvent by the Depositor to the Trustee on behalf execution and delivery of any of the Trust of each Home Equity Loan, Basic Documents to which it is a party or the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest assumption of any nature of its obligations thereunder; no petition of bankruptcy (other than liens which will be simultaneously released).or similar insolvency proceeding) has been filed by or against the Depositor; (h) As of The Depositor did not transfer the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans sold to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust Issuer with any intent to hinder, delay or defraud any of its creditors.; nor will the Depositor be rendered insolvent as a result of such sale or pledge; (i) The Depositor had good and valid title to, and was the sole owner of each Loan sold by the Depositor to the Issuer, free and clear of any lien other than any such lien released simultaneously with the sale contemplated herein, and, immediately upon each transfer and assignment herein contemplated, the Depositor will have delivered to the Issuer good and valid title to, and the Issuer will be the sole owner of, each Loan transferred by the Depositor and, subject to the Indenture, the Indenture Trustee will have a first priority perfected security interest in each Loan, in each case free and clear of any lien; (j) All actionsThe Depositor acquired title to each of the Loans in good faith, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as without notice of any adverse claim; (k) None of the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as Basic Documents to which the Depositor makes no such representation is a party, nor any Officer’s Certificate, statement, report or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery other document prepared by the Depositor and furnished or to be furnished by it pursuant to any of the Operative Basic Documents to which it is a party, have been duly taken, given party or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of connection with the transactions contemplated thereby contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading; (l) The Depositor is not required to be registered as an “investment company,” under the Investment Company Act of 1940, as amended; (m) The Depositor’s principal place of business and chief executive offices are located at 4000 Xxxxxxx Xxxxxx, Chevy Chase, Maryland 20815, or at such other address as shall be designated by such party in a written notice to the other parties hereto; (n) The Depositor covenants that during the continuance of this Agreement and it will comply in all respects with the other Operative Documents on the part provisions of its organizational documents in effect from time to time; and (o) The transfer of the Depositor and the performance Loans by the Depositor of its obligations under this Agreement and such to the Issuer pursuant to the Basic Documents upon completion pursuant to the Basic Documents of the other Operative Documents sale of the Notes by the Issuer to which the Initial Noteholder, was intended to constitute a financing of such Loans for tax and consolidated accounting purposes (with a notation that it is treating the transfers as a partysale for legal and all other purposes on its books, records and financial statements, in each case, consistent with GAAP).

Representations and Warranties of the Depositor. The Depositor hereby represents, represents and warrants and covenants to the Master Servicer, the Securities Administrator and the Trustee that as follows, as of the Startup Daydate hereof and as of the Closing Date: (ai) The Depositor is a limited liability company duly formed organized and is validly existing as a corporation in good standing under the laws governing its creation and existence, is not in violation of the laws State of any state in which any Property or the Depositor is located or doing business which violation would materially Delaware and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company full power and authority (corporate and other) necessary to own or hold its properties and operate its properties, to carry out conduct its business as presently now conducted and as proposed to be conducted by it and to enter into and discharge perform its obligations under this Agreement and the other Operative Documents to which it is a partyAgreement. (bii) The Depositor has the full corporate power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by, this Agreement and has duly authorized, by all necessary corporate action on its part, the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, subject, as to enforceability, to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and (ii) general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (iii) The execution and delivery of this Agreement by the Depositor, the consummation of the transactions contemplated by this Agreement, and the other Operative Documents to which it is a party by the Depositor and its performance and fulfillment of or compliance with the terms hereof are in the ordinary course of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part business of the Depositor and will not violate (A) result in a material breach of any term or provision of the Depositor’s certificate charter or by-laws of formation the Depositor or amended and restated limited liability company agreement (B) materially conflict with, result in a material breach, violation or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) underacceleration of, or result in a breach ofmaterial default under, the terms of any other material contract, agreement or other instrument to which the Depositor is a party or by which it may be bound or (C) constitute a material violation of any statute, order or regulation applicable to the Depositor of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor; and the Depositor is bound not in breach or violate violation of any statute material indenture or other material agreement or instrument, or in violation of any orderstatute, rule order or regulation of any court, governmental regulatory body, administrative agency or governmental body or other tribunal having jurisdiction over it which breach or violation may materially impair the Depositor Depositor’s ability to perform or meet any of its propertiesobligations under this Agreement. (c) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (eiv) No litigationlitigation is pending, proceeding or investigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s knowledge, threatened threatened, against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial execution, delivery or otherwise) enforceability of this Agreement or operations the ability of the Depositor or to perform its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and obligations under the other Operative Documents to which the Depositor is a party. (f) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible this Agreement in accordance with the Operative Documents terms hereof or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleadingthereof. (gv) Immediately prior to No consent, approval, authorization or order of any court or governmental agency or body is required for the sale execution, delivery and assignment performance by the Depositor of, or compliance by the Depositor with this Agreement or the consummation of the transactions contemplated hereby or thereby, or if any such consent, approval, authorization or order is required, the Depositor has obtained the same. The Depositor hereby represents and warrants to the Trustee on behalf as of the Trust Closing Date, following the transfer of each Home Equity Loanthe Mortgage Loans to it by the Sellers, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) Mortgage Loans and the related Mortgage Notes were subject to no prior lienoffsets, claimclaims, participation interest, mortgage, security interest, pledge, charge defenses or other encumbrance or other interest of any nature (other than liens which will be simultaneously released). (h) As counterclaims. It is understood and agreed that the representations and warranties set forth in this Section 2.04 shall survive delivery of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans Mortgage Files to the Trustee on behalf or the related Custodian for the benefit of the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etcCertificateholders. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery Upon discovery by the Depositor or the Trustee of a breach of such representations and warranties, the Operative Documents party discovering such breach shall give prompt written notice to which it is a partythe others, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a partyeach Rating Agency.

Representations and Warranties of the Depositor. The Depositor hereby represents, represents and warrants and covenants to the Master Servicer, the Securities Administrator and the Trustee that as follows, as of the Startup Daydate hereof and as of the Closing Date: (ai) The Depositor is duly organized and is validly existing as a limited liability company duly formed and validly existing in good standing under the laws governing its creation and existence, is not in violation of the laws State of any state in which any Property or the Depositor is located or doing business which violation would materially Delaware and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company full power and authority necessary to own or hold its properties and operate its properties, to carry out conduct its business as presently now conducted and as proposed to be conducted by it and to enter into and discharge perform its obligations under this Agreement and the other Operative Documents to which it is a partyAgreement. (bii) The Depositor has the full power and authority to execute, deliver and perform, and to enter into and consummate the transactions contemplated by, this Agreement and has duly authorized, by all necessary corporate action on its part, the execution, delivery and performance of this Agreement; and this Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, subject, as to enforceability, to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally and (ii) general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (iii) The execution and delivery of this Agreement by the Depositor, the consummation of the transactions contemplated by this Agreement, and the other Operative Documents to which it is a party by the Depositor and its performance and fulfillment of or compliance with the terms hereof and thereof are in the ordinary course of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part business of the Depositor and will not violate (A) result in a material breach of any term or provision of the Depositor’s certificate of formation or amended and restated limited liability company agreement of the Depositor or constitute (B) materially conflict with, result in a default (material breach, violation or an event which, with notice or lapse of time, or both, would constitute a default) underacceleration of, or result in a breach ofmaterial default under, the terms of any other material contract, agreement or other instrument to which the Depositor is a party or by which it may be bound or (C) constitute a material violation of any statute, order or regulation applicable to the Depositor of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Depositor; and the Depositor is bound not in breach or violate violation of any statute material indenture or other material agreement or instrument, or in violation of any orderstatute, rule order or regulation of any court, governmental regulatory body, administrative agency or governmental body or other tribunal having jurisdiction over it which breach or violation may materially impair the Depositor Depositor’s ability to perform or meet any of its propertiesobligations under this Agreement. (c) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (eiv) No litigationlitigation is pending, proceeding or investigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s knowledge, threatened threatened, against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial execution, delivery or otherwise) enforceability of this Agreement or operations the ability of the Depositor or to perform its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and obligations under the other Operative Documents to which the Depositor is a party. (f) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible this Agreement in accordance with the Operative Documents terms hereof or which are attributed to thereof. (v) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Depositor therein are true and correct in all material respectsof, and the Registration Statement does not contain any untrue statement of a material fact with respect to or compliance by the Depositor with this Agreement or omit to state a material fact the consummation of the transactions contemplated hereby or thereby, or if any such consent, approval, authorization or order is required, the Depositor has obtained the same. (vi) The Depositor has filed all reports required to be stated therein filed by Section 13 or necessary in order to make 15(d) of the statements contained therein with respect to Exchange Act during the preceding 12 months (or for such shorter period that the Depositor not misleading. (gwas required to file such reports) Immediately prior and it has been subject to such filing requirement for the sale past 90 days. The Depositor hereby represents and assignment by the Depositor warrants to the Trustee on behalf as of the Trust Closing Date, following the transfer of each Home Equity Loanthe Mortgage Loans to it by the Sponsor, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) Mortgage Loans and the related Mortgage Notes were subject to no prior lienoffsets, claimclaims, participation interest, mortgage, security interest, pledge, charge defenses or other encumbrance or other interest of any nature (other than liens which will be simultaneously released). (h) As counterclaims. It is understood and agreed that the representations and warranties set forth in this Section 2.04 shall survive delivery of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans Mortgage Files to the Trustee on behalf or the related Custodian for the benefit of the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etcCertificateholders. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery Upon discovery by the Depositor or the Trustee of a breach of such representations and warranties, the Operative Documents party discovering such breach shall give prompt written notice to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force others and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a partyeach Rating Agency.

Representations and Warranties of the Depositor. The Depositor hereby represents, represents and warrants and covenants to the Trustee Transferor, the Master Servicer, the Servicer, the Indenture Trustee, the Owner Trustee[, the Securities Insurer] and the Noteholders that as of the Startup DayClosing Date: (a) The Depositor is a limited liability company [__________] duly formed and organized, validly existing and in good standing under the laws governing its creation and existence, is not in violation of the laws State of any state in which any Property or the Depositor is located or doing business which violation would materially [________] and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan has, and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. The Depositor has had at all requisite limited liability company relevant times, full power and authority to own and operate its propertiesproperty, to carry out on its business as presently conducted and as proposed to be conducted and currently conducted, to enter into and discharge perform its obligations under this Agreement and the other Operative Documents each Transaction Document to which it the Depositor is a partyparty and to create the Trust pursuant to the Owner Trust Agreement. (b) The execution and delivery of this Agreement and the other Operative Documents each Transaction Document to which it the Depositor is a party by the Depositor and its performance of and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Depositor and thereof will not violate the Depositor’s 's certificate of formation or amended and restated limited liability company agreement or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a the breach or acceleration of, any material contract, agreement or other instrument to which the Depositor is a party or by which the Depositor is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over may be applicable to the Depositor or any of its propertiesassets. (c) This Agreement The Depositor has the full power and authority to enter into and consummate the other Operative Documents transactions contemplated by each Transaction Document to which the Depositor is a party, has duly authorized the execution, delivery and performance of each Transaction Document to which the Depositor is a party and has duly executed and delivered each Transaction Document to which the Depositor is a party. Each Transaction Document to which the Depositor is a party, assuming due authorization, execution and delivery by the each other parties hereto and party thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereof, except as the such enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting creditors’ the rights generally of creditors generally, and by general equity principles (regardless of equity (whether such enforcement is considered in a proceeding or action in equity or at law). (d) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s knowledge, threatened against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a party. (f) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading. (g) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Loan, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released). (h) As of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a party.

Representations and Warranties of the Depositor. The Depositor hereby represents, represents and warrants and covenants to the Trustee that as for the benefit of the Startup DayCertificateholders as follows: (a) The Depositor has been duly incorporated and is a limited liability company duly formed and validly existing as a corporation in good standing under the laws governing its creation and existence, is not in violation of the laws State of any state in which any Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company Delaware with corporate power and authority to own its properties and operate its properties, to carry out conduct its business as presently conducted and as proposed to be conducted and to enter into and discharge perform its obligations under this Agreement and the other Operative Documents to which it is a partyTrust Agreement. (b) The execution This Trust Agreement has been duly authorized, executed and delivery of this Agreement and the other Operative Documents to which it is a party delivered by the Depositor and, assuming the valid execution thereof by the Trustee, this Trust Agreement will constitute a valid and binding agreement of the Depositor enforceable in accordance with its performance terms, except as the same may be limited by bankruptcy, insolvency, reorganization or other laws relating to or affecting the enforcement of creditors’ rights and by general equity principles. (c) Neither the issuance or delivery of the Certificates, nor the consummation of any other of the transactions contemplated herein, nor compliance with the terms provisions of this Agreement Trust Agreement, will conflict with or result in the breach of any material term or provision of the charter or by laws of the Depositor, and the other Operative Documents Depositor is not in breach or violation of or in default (nor, to which it is a party have been duly authorized by all necessary limited liability company action on the part best of the Depositor and will not violate the Depositor’s certificate of formation or amended and restated limited liability company agreement or constitute a default (or knowledge, has an event which, occurred which with notice or lapse of time, time or both, both would constitute a default) under, or result in a breach of, under the terms of (i) any material contract, agreement or other instrument to which the Depositor is a party or by which the Depositor is bound it or violate its properties are bound, or (ii) any statute or any law, decree, order, rule or regulation applicable to the Depositor of any courtcourt or supervisory, regulatory, administrative or governmental agency or agency, body or other tribunal authority, or arbitrator having jurisdiction over its properties, the default in or the breach or violation of which would have a material adverse effect on the Depositor or any the ability of its properties. (c) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law)to perform its obligations under this Trust Agreement. (d) The Depositor is not in default with respect to any No filing or registration with, notice to, or consent, approval, authorization or order or decree other action of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s knowledge, threatened against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a party. (f) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading. (g) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Loan, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released). (h) As of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which is required for the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery consummation by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Trust Agreement, except such as have been obtained. (e) Upon execution and delivery by the Trustee of this Trust Agreement and delivery to the other Operative Documents on the part Depositor of the Depositor Certificates, the Trust will acquire the Mortgage Certificates free of any lien, mortgage, pledge, charge, encumbrance, adverse claim or other security interest. (f) It is understood and agreed that the performance representations and warranties set forth in this Section 2.05 shall survive delivery of the Mortgage Certificates to the Trustee. Upon discovery by the Depositor or the Trustee of a breach of any of the foregoing representations and warranties, which breach materially and adversely affects the interests of the Certificateholders in any Mortgage Certificate (referred to herein as a “breach”), the party discovering such breach shall give prompt written notice to the other party. Within 90 days of its obligations under this Agreement and such discovery or its receipt of notice of a breach of the other Operative Documents representation and warranty set forth in subclause (e) above, the Depositor shall cure such breach in all material respects or repurchase the affected Mortgage Certificate from the Trustee at the Repurchase Price. The Repurchase Price shall be deposited by the Trustee in the Certificate Account. Within 90 days of its discovery or its receipt of notice of breach or the discovery that any of the Mortgage Certificates do not constitute a “qualified mortgage” within the meaning of Section 860G(a)(3) of the Code, the Depositor shall use its best efforts to which it is a partycure such breach or shall repurchase such Mortgage Certificate or Mortgage Certificates from the Trustee at the Repurchase Price. The Repurchase Price shall be deposited by the Trustee in the Certificate Account.

Representations and Warranties of the Depositor. The Depositor hereby represents, warrants and covenants to the Trustee Trustee, the Master Servicer, the Trust Administrator and the Servicers that as of the Startup DayClosing Date: (ai) The Depositor is a limited liability company corporation duly formed and validly existing under the laws governing its creation and existence, is not in violation of compliance with the laws of any each state in which any Mortgaged Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business business, or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a party.; (bii) The execution and delivery of this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company corporate action on the part of the Depositor and will not violate the Depositor’s certificate of formation Charter or amended and restated limited liability company agreement Bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material contract, agreement or other instrument to which the Depositor is a party or by which the Depositor is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or any of its properties.; (ciii) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law).; (div) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party.; (ev) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s knowledge, threatened against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans Mortgage Loans, the issuance of the Certificates or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a party.; (fvi) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading.[Reserved]; (gvii) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Mortgage Loan, the Depositor had good and equitable title to each Home Equity Mortgage Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lienlien (except, with respect to any second lien Mortgage Loan, the related First Lien), claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released).nature; (hviii) As of the Startup DayClosing Date, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Mortgage Loans to the Trustee on behalf of the Trust Fund; (ix) The Depositor is solvent and will not be made insolvent by the transfer of the Mortgage Loans, and the Depositor is not aware of any impending insolvency. The Depositor has not transferred the Mortgage Loans to the Trustee on behalf of the Trust Fund with any intent to hinder, delay or defraud any of its creditors.; (jx) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a party; and (xi) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Depositor hereunder are not subject to the bulk transfer laws of any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Depositor. The Depositor hereby represents, warrants and covenants to the Trustee and the Certificate Insurer that as of the Startup Day: (a) The Depositor is a limited liability company duly formed and validly existing under the laws governing its creation and existence, is not in violation of the laws of any state in which any Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a party. (b) The execution and delivery of this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Depositor and will not violate the Depositor’s 's certificate of formation or amended and restated limited liability company agreement or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material contract, agreement or other instrument to which the Depositor is a party or by which the Depositor is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or any of its properties. (c) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s 's knowledge, threatened against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s 's performance hereunder and under the other Operative Documents to which the Depositor is a party. (f) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading. (g) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Loan, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released). (h) As of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a party.

Representations and Warranties of the Depositor. The Depositor hereby represents, warrants and covenants to the Trustee Trustee, the Seller, the Certificate Insurer and the Owners that as of the Startup Day: (a) The Depositor is a limited liability company corporation duly formed and organized, validly existing and in good standing under the laws governing its creation and existence, is not in violation of the laws of any state in which any Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan existence and is in good standing as a foreign corporation in each jurisdiction in which the nature of its business business, or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company corporate power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a party. (b) The execution and delivery of this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company corporate action on the part of the Depositor and will not violate the Depositor’s certificate 's Certificate of formation Incorporation, or amended and restated limited liability company agreement Bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material contract, agreement or other instrument to which the Depositor is a party or by which the Depositor is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or any of its properties. (c) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could would materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could would materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation litigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s 's knowledge, threatened against the Depositor which litigation, proceeding or investigation litigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s its performance hereunder and under the other Operative Documents to which the Depositor is a party. (f) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by the Depositor contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (g) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed attributable to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor Depositor, in light of the circumstances under which they were made, not misleading. (g) Immediately prior . The Registration Statement does not contain any untrue statement of a material fact required to be stated therein or omit to state any material fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading. There is no fact known to the sale and assignment Depositor that materially adversely affects or in the future may (so far as the Depositor can now reasonably foresee) materially adversely affect the Depositor or the Home Equity Loans or the ownership interests therein represented by the Depositor to Certificates that has not been set forth in the Trustee on behalf of the Trust of each Home Equity Loan, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released)Registration Statement. (h) As of Neither the Startup Day, Trustee nor the Depositor has transferred all rightany obligation to register the Trust as an investment company under the Investment Company Act of 1940, title and interest in the Home Equity Loans to the Trustee on behalf of the Trustas amended. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state or federal securities laws, real estate syndication or “"Blue Sky” " statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a party. (j) The transactions contemplated by this Agreement are in the ordinary course of business of the Depositor. (k) The Depositor is not insolvent, nor will it be made insolvent by the transfer of the Home Equity Loans, nor is the Depositor aware of any pending insolvency. It is understood and agreed that the representations and warranties set forth in this Section 3.01 shall survive delivery of the respective Home Equity Loans to the Trustee. Upon discovery by any of the Depositor, the Seller, the Servicer, the Custodian, any Sub-Servicer, the Certificate Insurer, any Owner or the Trustee (each, for purposes of this paragraph, a party) of a breach of any of the representations and warranties set forth in this Section 3.01 which materially and adversely affects the interests of the Owners or of the Certificate Insurer, the party discovering such breach shall give prompt written notice to the other parties. As promptly as practicable, but in any event, within 60 days of its discovery or its receipt of notice of breach, the Depositor shall cure such breach in all material respects; provided, however, that if the Depositor can establish to the reasonable satisfaction of the Certificate Insurer that it is diligently pursuing remedial action, then the cure period may be extended for an additional 90 days with the written approval of the Certificate Insurer.

Representations and Warranties of the Depositor. The Depositor hereby represents, warrants and covenants to the Trustee that as of the Startup Day: (a) The Depositor is a limited liability company duly formed and validly existing under the laws governing its creation and existence, is not in violation of the laws of any state in which any Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a party. (b) The execution and delivery of this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Depositor and will not violate the Depositor’s certificate of formation or amended and restated limited liability company agreement or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material contract, agreement or other instrument to which the Depositor is a party or by which the Depositor is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or any of its properties. (c) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s knowledge, threatened against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a party. (f) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading. (g) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Loan, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released). (h) As of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “"Blue Sky” " statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a party.

Representations and Warranties of the Depositor. The Depositor hereby represents, represents and warrants and covenants to the Owner Trustee that as of the Startup Daythat: (ai) The Depositor is duly organized and validly existing as a limited liability company duly formed and validly existing in good standing under the laws governing its creation and existence, is not in violation of the laws State of any state 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. (ii) The Depositor is duly qualified to do business as a foreign corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which any Property the ownership or lease of its property or the Depositor is located conduct of its business shall require such qualifications and in which the failure to so qualify would have a material adverse effect on the business, properties, assets or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. Depositor. (iii) The Depositor has all requisite limited liability company the power and authority to own execute and operate its properties, deliver this Trust Agreement and to carry out its business as presently conducted terms; the Depositor has full power and as proposed authority to sell and assign the property to be conducted sold and assigned to enter into and discharge its obligations under this Agreement deposited with the Trust as part of the Trust and the other Operative Documents Depositor has duly authorized such sale and assignment and deposit to which it is a party. (b) The execution the Trust by all necessary corporate action; and the execution, delivery and performance of this Trust Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by the Depositor by all necessary limited liability company action on the part corporate action. (iv) The consummation of the Depositor transactions contemplated by this Trust Agreement and will the fulfillment of the terms hereof do not violate conflict with, result in any breach of any of the Depositor’s certificate of formation or amended terms and restated limited liability company agreement provisions of, or constitute a default (with or an event which, with without notice or lapse of time) a default under, the LLC agreement of the Depositor, or both, would constitute a default) under, or result in a breach of, any material contractindenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the Depositor is bound creation or violate any statute or any order, rule or regulation imposition of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or Lien upon any of its properties. (c) This Agreement and the other Operative Documents properties pursuant to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereofof any such indenture, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium agreement or other similar laws affecting creditors’ rights generally and by general principles of equity instrument (whether considered in a proceeding or action in equity or at lawother than pursuant to the Basic Documents). (d) The Depositor is not in default with respect to ; nor violate any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process law or, to the best of the Depositor’s knowledge, threatened against any order, rule or regulation applicable to the Depositor which litigationof any court or of any federal or state regulatory body, proceeding administrative agency or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of governmental instrumentality having jurisdiction over the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a partyproperties. (f) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading. (g) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Loan, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released). (h) As of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a party.

Representations and Warranties of the Depositor. The Depositor hereby represents, warrants and covenants to the Trustee Trustee, the Master Servicer, FSA and the Servicer that as of the Startup DayClosing Date: (ai) The Depositor is a limited liability company corporation duly formed and validly existing under the laws governing its creation and existence, is not in violation of compliance with the laws of any each state in which any Mortgaged Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business business, or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a party.; (bii) The execution and delivery of this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company corporate action on the part of the Depositor and will not violate the Depositor’s certificate of formation Charter or amended and restated limited liability company agreement Bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material contract, agreement or other instrument to which the Depositor is a party or by which the Depositor is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or any of its properties.; (ciii) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law).; (div) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party.; (ev) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s knowledge, threatened against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans Mortgage Loans, the issuance of the Certificates or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a party.; (fvi) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading.[Reserved]; (gvii) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Mortgage Loan, the Depositor had good and equitable title to each Home Equity Mortgage Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lienlien (except, with respect to any second lien Mortgage Loan, the related First Lien), claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released).nature; (hviii) As of the Startup DayClosing Date, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Mortgage Loans to the Trustee on behalf of the Trust Fund; (ix) The Depositor is solvent and will not be made insolvent by the transfer of the Mortgage Loans, and the Depositor is not aware of any impending insolvency. The Depositor has not transferred the Mortgage Loans to the Trustee on behalf of the Trust Fund with any intent to hinder, delay or defraud any of its creditors.; (jx) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a party; and (xi) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Depositor hereunder are not subject to the bulk transfer laws of any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Depositor. The Depositor hereby represents, warrants and covenants to the Trustee Trustee, the Master Servicer and Securities Administrator that as of the Startup Day: (a) The Depositor is a limited liability company duly formed and validly existing under the laws governing its creation and existence, is not in violation of the laws of any state in which any Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a party. (b) The execution and delivery of this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Depositor and will not violate the Depositor’s certificate of formation or amended and restated limited liability company agreement or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material contract, agreement or other instrument to which the Depositor is a party or by which the Depositor is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or any of its properties. (c) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s knowledge, threatened against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a party. (f) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading. (g) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Loan, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the SellersSeller) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released). (h) As of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a party.

Representations and Warranties of the Depositor. The Depositor hereby representsrepresents and warrants to, warrants and covenants to with, the Trustee for the benefit of the Certificateholders that as of the Startup DayClosing Date: (a) The Depositor is a limited liability company corporation duly formed chartered and validly existing in good standing under the laws governing its creation and existence, is not in violation of the laws State of any state in which any Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a party.Delaware; (b) The execution and delivery of this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Depositor and will not violate the Depositor’s certificate of formation 's corporate charter or amended and restated limited liability company agreement by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a the breach 51 57 of, any material contract, agreement or other instrument to which the Depositor is a party or by which the Depositor is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over may be applicable to the Depositor or any of its properties.assets; (c) This Agreement and the other Operative Documents to which the Depositor is a partyAgreement, assuming due authorization, execution and delivery by the other parties hereto Trustee and theretothe Servicer, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or and other similar laws affecting the enforcement of creditors’ ' rights generally and by to general principles of equity (equity, regardless of whether such enforcement is considered in a proceeding or action in equity or at law).; (d) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the might have consequences of which could materially and adversely that would affect its performance hereunder and under the other Operative Documents to which the Depositor is a party.hereunder; and (e) No litigation, proceeding or investigation litigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s 's knowledge, threatened against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it performing its obligations under this Agreement. It is a party or understood and agreed that would materially the representations and adversely affect warranties set forth in this Section 3.02 shall survive the condition (financial or otherwise) or operations of the Depositor or its properties or might have consequences that would materially issuance and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a party. (f) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading. (g) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Loan, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released). (h) As of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale delivery of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given shall be continuing as long as any Certificate shall be outstanding or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a partyhas been terminated.

Representations and Warranties of the Depositor. The Depositor hereby represents, represents and warrants and covenants to the Trust and the Trustee that as on behalf of the Startup DayCertificateholders as follows: (a) The Depositor is a limited liability company duly formed and validly existing under the laws governing its creation and existence, is not in violation of the laws of any state in which any Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a party. (b) The execution and delivery of this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company action on the part of the Depositor and will not violate the Depositor’s certificate of formation or amended and restated limited liability company agreement or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material contract, agreement or other instrument to which the Depositor is a party or by which the Depositor is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or any of its properties. (ci) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each agreement constitutes a validlegal, legal valid and binding obligation of the Depositor, enforceable against it the Depositor in accordance with the terms hereof and thereofits terms, except as the enforcement hereof and thereof enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ ' rights generally in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or action in equity or at lawequity).; (d) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s knowledge, threatened against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a party. (f) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading. (gii) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Mortgage Loan, the Depositor had good and marketable title to each Home Equity Mortgage Loan (insofar as such title was conveyed to it by the SellersSeller) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released).nature; (hiii) As of the Startup DayClosing Date, the Depositor has transferred all right, title and interest in the Home Equity Mortgage Loans to the Trustee on behalf of the Trust.; (iiv) The Depositor has not transferred the Home Equity Mortgage Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors.; (jv) All actionsThe Depositor has been duly incorporated and is validly existing as a corporation in good standing under the laws of Delaware, approvalswith full corporate power and authority to own its assets and conduct its business as presently being conducted; (vi) The Depositor is not in violation of its articles of incorporation or by-laws or in default in the performance or observance of any material obligation, consentsagreement, waiverscovenant or condition contained in any contract, exemptionsindenture, variancesmortgage, franchisesloan agreement, ordersnote, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state lease or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as instrument to which the Depositor makes no such representation is a party or warranty)by which it or its properties may be bound, that are necessary which default might result in any material adverse changes in the financial condition, earnings, affairs or advisable in connection with the purchase and sale business of the Certificates Depositor or which might materially and adversely affect the execution properties or assets, taken as a whole, of the Depositor; (vii) The execution, delivery and delivery performance of this Agreement by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom takenDepositor, and are adequate to authorize the consummation of the transactions contemplated thereby, do not and will not result in a material breach or violation of any of the terms or provisions of, or, to the knowledge of the Depositor, constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Depositor is a party or by this Agreement and which the other Operative Documents on Depositor is bound or to which any of the part property or assets of the Depositor is subject, nor will such actions result in any violation of the provisions of the articles of incorporation or by-laws of the Depositor or, to the best of the Depositor's knowledge without independent investigation, any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Depositor or any of its properties or assets (except for such conflicts, breaches, violations and defaults as would not have a material adverse effect on the ability of the Depositor to perform its obligations under this Agreement); (viii) To the best of the Depositor's knowledge without any independent investigation, no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body of the United States or any other jurisdiction is required for the issuance of the Certificates, or the consummation by the Depositor of the other transactions contemplated by this Agreement, except such consents, approvals, authorizations, registrations or qualifications as (a) may be required under State securities or Blue Sky laws, (b) have been previously obtained or (c) the failure of which to obtain would not have a material adverse effect on the performance by the Depositor of its obligations under under, or the validity or enforceability of, this Agreement; and (ix) There are no actions, proceedings or investigations pending before or, to the Depositor's knowledge, threatened by any court, administrative agency or other tribunal to which the Depositor is a party or of which any of its properties is the subject: (a) which if determined adversely to the Depositor would have a material adverse effect on the business, results of operations or financial condition of the Depositor; (b) asserting the invalidity of this Agreement and such of the other Operative Documents to which it is a party.or the

Representations and Warranties of the Depositor. The Depositor hereby represents, warrants and covenants to the Trustee Trustee, the Master Servicer, [__________] and the Servicer that as of the Startup DayClosing Date: (ai) The Depositor is a limited liability company corporation duly formed and validly existing under the laws governing its creation and existence, is not in violation of compliance with the laws of any each state in which any Mortgaged Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business business, or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company power and authority to own and operate its properties, to carry out its business as presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a party.; (bii) The execution and delivery of this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary limited liability company corporate action on the part of the Depositor and will not violate the Depositor’s certificate of formation Charter or amended and restated limited liability company agreement Bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of, any material contract, agreement or other instrument to which the Depositor is a party or by which the Depositor is bound or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Depositor or any of its properties.; (ciii) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law).; (div) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party.; (ev) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s knowledge, threatened against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans Mortgage Loans, the issuance of the Certificates or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a party.; (fvi) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading.[Reserved]; (gvii) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Mortgage Loan, the Depositor had good and equitable title to each Home Equity Mortgage Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lienlien (except, with respect to any second lien Mortgage Loan, the related First Lien), claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released).nature; (hviii) As of the Startup DayClosing Date, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Mortgage Loans to the Trustee on behalf of the Trust Fund; (ix) The Depositor is solvent and will not be made insolvent by the transfer of the Mortgage Loans, and the Depositor is not aware of any impending insolvency. The Depositor has not transferred the Mortgage Loans to the Trustee on behalf of the Trust Fund with any intent to hinder, delay or defraud any of its creditors.; (jx) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a party; and (xi) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Depositor hereunder are not subject to the bulk transfer laws of any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Depositor. The Depositor hereby represents, represents and warrants and covenants to the Trustee that as of the Startup Daythat: (a) The Depositor is duly organized and validly existing as a limited liability company duly formed and validly existing in good standing under the laws governing its creation and existence, is not in violation of the laws State of any state in which any Property or the Depositor is located or doing business which violation would materially and adversely affect the condition (financial or other) or the operations of the Depositor or its properties or the ability of the Trust to collect amounts due on any Home Equity Loan and is in good standing in each jurisdiction in which the nature of its business or the properties owned or leased by it make such qualification necessary. The Depositor has all requisite limited liability company Delaware, with power and authority to own its properties and operate its properties, to carry out conduct its business as such properties are currently owned and such business is presently conducted and as proposed to be conducted and to enter into and discharge its obligations under this Agreement and the other Operative Documents to which it is a partyconducted. (b) The execution 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. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary company action; and the execution, delivery and performance of this Agreement and the other Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by the Depositor by all necessary limited liability company action on the part action. (d) The consummation of the Depositor transactions contemplated by this Agreement and will the fulfillment of the terms hereof do not violate conflict with, result in any breach of any of the Depositor’s terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or amended and restated formation, limited liability company agreement or constitute a default (or an event which, with notice or lapse by-laws of timethe Depositor, or both, would constitute a default) under, or result in a breach of, any material contractindenture, agreement or other instrument to which the Depositor is a party or by which it is bound; or result in the Depositor is bound creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); or violate any statute or law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any courtcourt or of any federal or State regulatory body, governmental administrative agency or body or other tribunal governmental instrumentality having jurisdiction over the Depositor or any of its properties. (ce) This The Depositor has duly executed and delivered this Agreement, and this Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a validlegal, legal valid and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereofits terms, except as the enforcement hereof and thereof enforceability may be subject to or limited by applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding or action in equity or at law). (d) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process or, to the best of the Depositor’s knowledge, threatened against the Depositor which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any other Operative Documents to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties or might have consequences that would materially and adversely affect the validity or enforceability of the Home Equity Loans or the Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a party. (f) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible in accordance with the Operative Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading. (g) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Home Equity Loan, the Depositor had good title to each Home Equity Loan (insofar as such title was conveyed to it by the Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature (other than liens which will be simultaneously released). (h) As of the Startup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Trustee on behalf of the Trust. (i) The Depositor has not transferred the Home Equity Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Depositor and the performance by the Depositor of its obligations under this Agreement and such of the other Operative Documents to which it is a party.