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

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders that, as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trust and the Trustee on behalf of the Certificateholders that, that as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing as a limited liability company under the laws of the State of Delaware and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans, or (d) its ability to foreclose on the related Mortgaged Properties. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official recordsAgreement. When executed and delivered, this Agreement will constitute the Seller’s 's legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-lawsLimited Liability Company Agreement, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of by the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s 's business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Sellerinsolvency. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller it 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 or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial 's condition (financial or otherwise) or operationsoperations or any of the Seller's properties, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Selleragainst, or investigations of, the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations tribunal (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform 's performance of any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. (a) The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders thatPurchaser, as of the Closing Date or as date of such date specifically provided hereinexecution and delivery hereof, that: (i1) The Seller is duly organized, organized as a Kansas corporation and is validly existing and in good standing under the laws of the State of Kansas and has is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the power and authority Seller in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to own effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its assets ability to enforce each Mortgage Loan and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance perform any of its other obligations under this Agreement, or (c) Agreement in accordance with the value or marketability of the Mortgage Loansterms thereof. (ii2) The Seller has the full corporate power and authority to makesell each Mortgage Loan, and to execute, deliver and perform perform, and to enter into and consummate the transactions contemplated by this Agreement and to consummate has duly authorized by all necessary corporate action on the part of the transactions contemplated hereunder and has taken all necessary action to authorize Seller the execution, delivery and performance of this Agreement which is part of its official records. When executed Agreement; and deliveredthis Agreement, this Agreement will constitute assuming the Seller’s due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligations obligation of the Seller, enforceable against the Seller in accordance with its terms, except as enforcement of such terms that (a) the enforceability thereof may be limited by (1) bankruptcy, insolvency, reorganizationmoratorium, receivership, moratorium or receivership and other similar laws affecting the enforcement of relating to creditors’ ' rights generally and (b) the rights remedy of creditors of federally insured financial institutions specific performance and by the availability injunctive and other forms of equitable remedies, (2) general equity principles (regardless relief may be subject to equitable defenses and to the discretion of whether such enforcement is considered in a the court before which any proceeding in equity or at law) or therefor may be brought. (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates execution and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller, the sale of the Mortgage Loans by the Seller under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the Seller and will not conflict with or (a) result in a material breach of, of any term or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-lawslaws of the Seller or (b) materially conflict with, or constitute result in a material breach breach, violation or acceleration of, or result in a material default under, the creation or imposition terms of any lien, charge other material agreement or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement instrument to which it the Seller 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 Seller of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Seller; and the Seller is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Seller's ability to perform or meet any of its obligations under this Agreement. (v4) No certificate of an officerlitigation is pending or, written statement or written report delivered pursuant to the terms hereof best of the Seller's knowledge, threatened against the Seller contains any untrue statement of a material fact that would prohibit the execution or omits to state any material fact necessary to make delivery of, or performance under, this Agreement by the certificate, statement or report not misleadingSeller. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii5) The Seller is a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the MERS Mortgage Loans for as long as such Mortgage Loans are registered with MERS. (b) The Seller hereby makes the representations and warranties set forth in Schedule B hereto to the Purchaser, as of the Closing Date, or if so specified therein, as of the Cut-off Date. (c) Upon discovery by either of the parties hereto of a breach of a representation or warranty made pursuant to Schedule B hereto that materially and adversely affects the interests of the Purchaser in any Mortgage Loan, the party discovering such breach shall give prompt notice thereof to the other party. The Seller hereby covenants that within 90 days of the earlier of its discovery or its receipt of written notice from the Purchaser of a breach of any representation or warranty made pursuant to Schedule B hereto which materially and adversely affects the interests of the Purchaser in any Mortgage Loan, it shall cure such breach in all material respects, and if such breach is not insolventso cured, nor will shall, (i) if such 90-day period expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "Deleted Mortgage Loan") from the pools of mortgages listed on Schedule B hereto and substitute in its place a Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section; or (ii) repurchase the affected Mortgage Loan or Mortgage Loans from the Purchaser at the Mortgage Loan Purchase Price in the manner set forth below. With respect to the representations and warranties described in this Section which are made to the best of the Seller's knowledge, if it is discovered by either the Seller or the Purchaser that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interests of the Purchaser therein, notwithstanding the Seller's lack of knowledge with respect to the substance of such representation or warranty, such inaccuracy shall be deemed a breach of the applicable representation or warranty. With respect to any Substitute Mortgage Loan or Loans, the Seller shall deliver to the Trustee or to the Custodian on its behalf the Mortgage Note, the Mortgage, the related assignment of the Mortgage, and such other documents and agreements as are required by Section 3.1, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 3.1. No substitution is permitted to be made insolvent in any calendar month after the Determination Date for such month. Scheduled Payments due with respect to Substitute Mortgage Loans in the month of substitution will be retained by the transfer Seller. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Schedule B hereto with respect to such Mortgage Loan. It is understood and agreed that the obligation under this Agreement of the Seller to cure, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedy against the Seller respecting such breach available to the Purchaser on its behalf. The representations and warranties contained in this Agreement shall not be construed as a warranty or guaranty by the Seller as to the future payments by any Mortgagor. It is understood and agreed that the representations and warranties set forth in this Section 4.1 shall survive the sale of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties Purchaser hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders and the Certificate Insurer that, as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. (a) The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders thatPurchaser, as of the Closing Date or as date of such date specifically provided hereinexecution and delivery hereof, that: (i1) The Seller is duly organized, organized as a Kansas corporation and is validly existing and in good standing under the laws of the State of Kansas and has is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the power and authority Seller in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to own effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its assets ability to enforce each Mortgage Loan and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance perform any of its other obligations under this Agreement, or (c) Agreement in accordance with the value or marketability of the Mortgage Loansterms thereof. (ii2) The Seller has the full corporate power and authority to makesell each Mortgage Loan, and to execute, deliver and perform perform, and to enter into and consummate the transactions contemplated by this Agreement and to consummate has duly authorized by all necessary corporate action on the part of the transactions contemplated hereunder and has taken all necessary action to authorize Seller the execution, delivery and performance of this Agreement which is part of its official records. When executed Agreement; and deliveredthis Agreement, this Agreement will constitute assuming the Seller’s due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligations obligation of the Seller, enforceable against the Seller in accordance with its terms, except as enforcement of such terms that (a) the enforceability thereof may be limited by (1) bankruptcy, insolvency, reorganizationmoratorium, receivership, moratorium or receivership and other similar laws affecting the enforcement of relating to creditors’ rights generally and (b) the rights remedy of creditors of federally insured financial institutions specific performance and by the availability injunctive and other forms of equitable remedies, (2) general equity principles (regardless relief may be subject to equitable defenses and to the discretion of whether such enforcement is considered in a the court before which any proceeding in equity or at law) or therefor may be brought. (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates execution and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller, the sale of the Mortgage Loans by the Seller under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the Seller and will not conflict with or (a) result in a material breach of, of any term or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-lawslaws of the Seller or (b) materially conflict with, or constitute result in a material breach breach, violation or acceleration of, or result in a material default under, the creation or imposition terms of any lien, charge other material agreement or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement instrument to which it the Seller 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 Seller of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Seller; and the Seller is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Seller’s ability to perform or meet any of its obligations under this Agreement. (v4) No certificate of an officerlitigation is pending or, written statement or written report delivered pursuant to the terms hereof of the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course best of the Seller’s businessknowledge, threatened against the Seller that would prohibit the execution or delivery of, or performance under, this Agreement by the Seller. (vii5) The Seller is a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the MERS Mortgage Loans for as long as such Mortgage Loans are registered with MERS. (b) The Seller hereby makes the representations and warranties set forth in Schedule B hereto to the Purchaser, as of the Closing Date, or if so specified therein, as of the Cut-off Date. (c) Upon discovery by either of the parties hereto of a breach of a representation or warranty made pursuant to Schedule B hereto that materially and adversely affects the interests of the Purchaser in any Mortgage Loan, the party discovering such breach shall give prompt notice thereof to the other party. The Seller hereby covenants that within 90 days of the earlier of its discovery or its receipt of written notice from the Purchaser of a breach of any representation or warranty made pursuant to Schedule B hereto which materially and adversely affects the interests of the Purchaser in any Mortgage Loan, it shall cure such breach in all material respects, and if such breach is not insolventso cured, nor will shall, (i) if such 90-day period expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a “Deleted Mortgage Loan”) from the pools of mortgages listed on Schedule B hereto and substitute in its place a Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section; or (ii) repurchase the affected Mortgage Loan or Mortgage Loans from the Purchaser at the Mortgage Loan Purchase Price in the manner set forth below. With respect to the representations and warranties described in this Section which are made to the best of the Seller’s knowledge, if it is discovered by either the Seller or the Purchaser that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interests of the Purchaser therein, notwithstanding the Seller’s lack of knowledge with respect to the substance of such representation or warranty, such inaccuracy shall be deemed a breach of the applicable representation or warranty. With respect to any Substitute Mortgage Loan or Loans, the Seller shall deliver to the Trustee or to the Custodian on its behalf the Mortgage Note, the Mortgage, the related assignment of the Mortgage, and such other documents and agreements as are required by Section 3.1, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 3.1. No substitution is permitted to be made insolvent in any calendar month after the Determination Date for such month. Scheduled Payments due with respect to Substitute Mortgage Loans in the month of substitution will be retained by the transfer Seller. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Schedule B hereto with respect to such Mortgage Loan. It is understood and agreed that the obligation under this Agreement of the Seller to cure, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedy against the Seller respecting such breach available to the Purchaser on its behalf. The representations and warranties contained in this Agreement shall not be construed as a warranty or guaranty by the Seller as to the future payments by any Mortgagor. It is understood and agreed that the representations and warranties set forth in this Section 4.1 shall survive the sale of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties Purchaser hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. (a) The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders thatPurchaser, as of the Closing Date or as date of such date specifically provided hereinexecution and delivery hereof, that: (i1) The Seller is duly organized, organized as a Kansas corporation and is validly existing and in good standing under the laws of the State of Kansas and has is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the power and authority Seller in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to own effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its assets ability to enforce each Mortgage Loan and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance perform any of its other obligations under this Agreement, or (c) Agreement in accordance with the value or marketability of the Mortgage Loansterms thereof. (ii2) The Seller has the full corporate power and authority to makesell each Mortgage Loan, and to execute, deliver and perform perform, and to enter into and consummate the transactions contemplated by this Agreement and to consummate has duly authorized by all necessary corporate action on the part of the transactions contemplated hereunder and has taken all necessary action to authorize Seller the execution, delivery and performance of this Agreement which is part of its official records. When executed Agreement; and deliveredthis Agreement, this Agreement will constitute assuming the Seller’s due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligations obligation of the Seller, enforceable against the Seller in accordance with its terms, except as enforcement of such terms that (a) the enforceability thereof may be limited by (1) bankruptcy, insolvency, reorganizationmoratorium, receivership, moratorium or receivership and other similar laws affecting the enforcement of relating to creditors’ ' rights generally and (b) the rights remedy of creditors of federally insured financial institutions specific performance and by the availability injunctive and other forms of equitable remedies, (2) general equity principles (regardless relief may be subject to equitable defenses and to the discretion of whether such enforcement is considered in a the court before which any proceeding in equity or at law) or therefor may be brought. (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates execution and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller, the sale of the Mortgage Loans by the Seller under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the Seller and will not conflict with or (a) result in a material breach of, of any term or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-lawslaws of the Seller or (b) materially conflict with, or constitute result in a material breach breach, violation or acceleration of, or result in a material default under, the creation or imposition terms of any lien, charge other material agreement or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement instrument to which it the Seller 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 Seller of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Seller; and the Seller is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Seller's ability to perform or meet any of its obligations under this Agreement. (v4) No certificate litigation is pending or, to the best of an officerthe Seller's knowledge, threatened against the Seller that would prohibit the execution or delivery of, or performance under, this Agreement by the Seller. (b) The Seller hereby makes the representations and warranties set forth in Schedule B hereto to the Purchaser, as of the Closing Date, or if so specified therein, as of the Cut-off Date. (c) Upon discovery by either of the parties hereto of a breach of a representation or warranty made pursuant to Schedule B hereto that materially and adversely affects the interests of the Purchaser in any Mortgage Loan, the party discovering such breach shall give prompt notice thereof to the other party. The Seller hereby covenants that within 90 days of the earlier of its discovery or its receipt of written statement notice from the Purchaser of a breach of any representation or written report delivered warranty made pursuant to Schedule B hereto which materially and adversely affects the interests of the Purchaser in any Mortgage Loan, it shall cure such breach in all material respects, and if such breach is not so cured, shall, (i) if such 90-day period expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "Deleted Mortgage Loan") from the pool of mortgages listed on Schedule B hereto and substitute in its place a Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section; or (ii) repurchase the affected Mortgage Loan or Mortgage Loans from the Purchaser at the Mortgage Loan Purchase Price in the manner set forth below. With respect to the representations and warranties described in this Section which are made to the best of the Seller's knowledge, if it is discovered by either the Seller or the Purchaser that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interests of the Purchaser therein, notwithstanding the Seller's lack of knowledge with respect to the substance of such representation or warranty, such inaccuracy shall be deemed a breach of the applicable representation or warranty. With respect to any Substitute Mortgage Loan or Loans, the Seller shall deliver to the Trustee or to the Custodian on its behalf the Mortgage Note, the Mortgage, the related assignment of the Mortgage, and such other documents and agreements as are required by Section 3.1, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 3.1. No substitution is permitted to be made in any calendar month after the Determination Date for such month. Scheduled Payments due with respect to Substitute Mortgage Loans in the month of substitution will be retained by the Seller. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms hereof of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Schedule B hereto with respect to such Mortgage Loan. It is understood and agreed that the obligation under this Agreement of the Seller contains to cure, repurchase or replace any untrue statement of Mortgage Loan as to which a material fact or omits breach has occurred and is continuing shall constitute the sole remedy against the Seller respecting such breach available to state any material fact necessary to make the certificate, statement or report not misleading. (vi) Purchaser on its behalf. The transactions contemplated by representations and warranties contained in this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is shall not insolvent, nor will be construed as a warranty or guaranty by the Seller be made insolvent as to the future payments by any Mortgagor. It is understood and agreed that the transfer representations and warranties set forth in this Section 4.1 shall survive the sale of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties Purchaser hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. (a) The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders thatPurchaser, as of the Closing Date or as date of such date specifically provided hereinexecution and delivery hereof, that: (i1) The Seller is duly organized, organized as a Kansas corporation and is validly existing and in good standing under the laws of the State of Kansas and has is duly authorized and qualified to transact any and all business contemplated by this Agreement to be conducted by the power and authority Seller in any state in which a Mortgaged Property is located or is otherwise not required under applicable law to own effect such qualification and, in any event, is in compliance with the doing business laws of any such state, to the extent necessary to ensure its assets ability to enforce each Mortgage Loan and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance perform any of its other obligations under this Agreement, or (c) Agreement in accordance with the value or marketability of the Mortgage Loansterms thereof. (ii2) The Seller has the full corporate power and authority to makesell each Mortgage Loan, and to execute, deliver and perform perform, and to enter into and consummate the transactions contemplated by this Agreement and to consummate has duly authorized by all necessary corporate action on the part of the transactions contemplated hereunder and has taken all necessary action to authorize Seller the execution, delivery and performance of this Agreement which is part of its official records. When executed Agreement; and deliveredthis Agreement, this Agreement will constitute assuming the Seller’s due authorization, execution and delivery thereof by the other parties thereto, constitutes a legal, valid and binding obligations obligation of the Seller, enforceable against the Seller in accordance with its terms, except as enforcement of such terms that (a) the enforceability thereof may be limited by (1) bankruptcy, insolvency, reorganizationmoratorium, receivership, moratorium or receivership and other similar laws affecting the enforcement of relating to creditors’ ' rights generally and (b) the rights remedy of creditors of federally insured financial institutions specific performance and by the availability injunctive and other forms of equitable remedies, (2) general equity principles (regardless relief may be subject to equitable defenses and to the discretion of whether such enforcement is considered in a the court before which any proceeding in equity or at law) or therefor may be brought. (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates execution and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller, the sale of the Mortgage Loans by the Seller under this Agreement, the consummation of any other of the transactions contemplated by this Agreement, and the fulfillment of or compliance with the terms thereof are in the ordinary course of business of the Seller and will not conflict with or (a) result in a material breach of, of any term or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-lawslaws of the Seller or (b) materially conflict with, or constitute result in a material breach breach, violation or acceleration of, or result in a material default under, the creation or imposition terms of any lien, charge other material agreement or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement instrument to which it the Seller 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 Seller of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Seller; and the Seller is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Seller's ability to perform or meet any of its obligations under this Agreement. (v4) No certificate of an officerlitigation is pending or, written statement or written report delivered pursuant to the terms hereof best of the Seller's knowledge, threatened against the Seller contains any untrue statement of a material fact that would prohibit the execution or omits to state any material fact necessary to make delivery of, or performance under, this Agreement by the certificate, statement or report not misleadingSeller. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii5) The Seller is a member of MERS in good standing, and will comply in all material respects with the rules and procedures of MERS in connection with the servicing of the MERS Mortgage Loans for as long as such Mortgage Loans are registered with MERS. (b) The Seller hereby makes the representations and warranties set forth in Schedule B hereto to the Purchaser, as of the Closing Date, or if so specified therein, as of the Cut-off Date. (c) Upon discovery by either of the parties hereto of a breach of a representation or warranty made pursuant to Schedule B hereto that materially and adversely affects the interests of the Purchaser in any Mortgage Loan, the party discovering such breach shall give prompt notice thereof to the other party. The Seller hereby covenants that within 90 days of the earlier of its discovery or its receipt of written notice from the Purchaser of a breach of any representation or warranty made pursuant to Schedule B hereto which materially and adversely affects the interests of the Purchaser in any Mortgage Loan, it shall cure such breach in all material respects, and if such breach is not insolventso cured, nor will shall, (i) if such 90-day period expires prior to the second anniversary of the Closing Date, remove such Mortgage Loan (a "Deleted Mortgage Loan") from the pool of mortgages listed on Schedule B hereto and substitute in its place a Substitute Mortgage Loan, in the manner and subject to the conditions set forth in this Section; or (ii) repurchase the affected Mortgage Loan or Mortgage Loans from the Purchaser at the Mortgage Loan Purchase Price in the manner set forth below. With respect to the representations and warranties described in this Section which are made to the best of the Seller's knowledge, if it is discovered by either the Seller or the Purchaser that the substance of such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan or the interests of the Purchaser therein, notwithstanding the Seller's lack of knowledge with respect to the substance of such representation or warranty, such inaccuracy shall be deemed a breach of the applicable representation or warranty. With respect to any Substitute Mortgage Loan or Loans, the Seller shall deliver to the Trustee or to the Custodian on its behalf the Mortgage Note, the Mortgage, the related assignment of the Mortgage, and such other documents and agreements as are required by Section 3.1, with the Mortgage Note endorsed and the Mortgage assigned as required by Section 3.1. No substitution is permitted to be made insolvent in any calendar month after the Determination Date for such month. Scheduled Payments due with respect to Substitute Mortgage Loans in the month of substitution will be retained by the transfer Seller. Upon such substitution, the Substitute Mortgage Loan or Loans shall be subject to the terms of this Agreement in all respects, and the Seller shall be deemed to have made with respect to such Substitute Mortgage Loan or Loans, as of the date of substitution, the representations and warranties made pursuant to Schedule B hereto with respect to such Mortgage Loan. It is understood and agreed that the obligation under this Agreement of the Seller to cure, repurchase or replace any Mortgage Loan as to which a breach has occurred and is continuing shall constitute the sole remedy against the Seller respecting such breach available to the Purchaser on its behalf. The representations and warranties contained in this Agreement shall not be construed as a warranty or guaranty by the Seller as to the future payments by any Mortgagor. It is understood and agreed that the representations and warranties set forth in this Section 4.1 shall survive the sale of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties Purchaser hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trust and the Trustee on behalf of the Certificateholders that, as of the Closing Date or as of such date specifically provided herein: (i) The the Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware and has is and will remain in compliance with the power and authority to own its assets and to transact the business laws of each state in which it any Mortgaged Property is currently engaged. The Seller is duly qualified located to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure extent necessary to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of fulfill its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans.hereunder; (ii) The the Seller has the power and authority to makehold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform this Agreement perform, and to consummate enter into and consummate, all of the transactions contemplated hereunder and by this Agreement. The Seller has taken all necessary action to authorize duly authorized the execution, delivery and performance of this Agreement which is part of its official records. When Agreement, has duly executed and delivered, delivered this Agreement will constitute and this Agreement, assuming due authorization, execution and delivery by the Seller’s other parties hereto, constitutes a legal, valid and binding obligations obligation of the Seller, enforceable against it in accordance with its terms, terms except as enforcement of such terms the enforceability thereof may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium insolvency or reorganization or other similar laws affecting the enforcement of creditors’ rights generally and in relation to the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities.generally; (iii) The Seller holds all necessary licenses, certificates the execution and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not conflict with violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or constitute other instrument to which the Seller is a default under, any provision of any existing law party or regulation or any order or decree of any court which may be applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound.assets; (viv) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, court or any order or regulation of any federal, state, municipal or governmental agency having jurisdictionjurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of any of its obligations and duties hereunder.; (ixv) There are no actions the Seller does not believe, nor does it have any reason or proceedings against cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the SellerSeller has good, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, marketable and indefeasible title to the Seller’s knowledgeMortgage Loans, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation free and clear of any and all liens, pledges, charges or security interests of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer nature encumbering the Mortgage Loans and upon the payment of the purchase price under the Mortgage Loan Purchase Agreement by the Depositor, the Depositor will have good and marketable title to the Depositor Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of its creditors.the Seller; (xiviii) The there are no actions or proceedings against, or investigations known to it of, the Seller acquired title before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans in good faithor the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, without notice or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any adverse claims.court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (xiix) The the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to the Depositor Mortgage Loan Purchase Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdictionprovisions.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trust and the Trustee on behalf of the Certificateholders that, that as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing as a limited liability company under the laws of the State of Delaware and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans, or (d) its ability to foreclose on the related Mortgaged Properties. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official recordsAgreement. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-lawsLimited Liability Company Agreement, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of by the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Sellerinsolvency. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller it 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 or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operationsoperations or any of the Seller’s properties, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Selleragainst, or investigations of, the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations tribunal (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform performance of any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders that, as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-by laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trust and the Trustee on behalf of the Certificateholders that, that as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing as a limited liability company under the laws of the State of Delaware and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans, or (d) its ability to foreclose on the related Mortgaged Properties. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official recordsAgreement. When executed and delivered, this Agreement will constitute the Seller’s 's legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles principals (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-lawsLimited Liability Company Agreement, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of by the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s 's business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Sellerinsolvency. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller it 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 or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial 's condition (financial or otherwise) or operationsoperations or any of the Seller's properties, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Selleragainst, or investigations of, the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations tribunal (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform 's performance of any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trust Fund and the Trustee on behalf of the Certificateholders and the Certificate Insurer that, as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders that, as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trust and the Trustee on behalf of the Certificateholders that, that as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing as a bank under the laws of the State of Nevada and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the related Mortgage Loans, or (d) its ability to foreclose on the related Mortgaged Properties to the extent such foreclosure is conducted by the Servicer. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s 's legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s 's business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s 's financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s 's knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s 's ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction. (xiii) The Seller does not believe, nor does it have any reason or cause to believe, that it cannot perform each and every covenant contained in this Agreement.

Representations and Warranties of the Seller. The Seller hereby represents and warrants warrants, with respect to the Trustee on behalf of the Certificateholders that, paragraphs (a) through (h) as of the Closing Date or date of this Master Agreement and each Sale Date, and with respect to paragraph (i) as of such date specifically provided hereinthe applicable Sale Date, as follows: (ia) The Seller is a cooperative association duly organized, validly existing and in good standing under the laws governing its creation and has existence and with the requisite power and authority to own conduct its assets and to transact the business in which as it is currently engaged. The being conducted; the Seller holds all licenses, certificates and permits necessary for the conduct of its business as it is duly qualified to do business currently being conducted and is or will be in good standing in compliance with the laws of each jurisdiction state in which any Mortgaged Property is located to the character extent necessary to ensure the enforceability of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loanseach Qualified Loan. (iib) The Seller has the requisite power and authority to make, execute, execute and deliver and perform this Master Agreement and the Transaction Documents, to consummate transfer, assign and deliver all of the Qualified Loans identified on each applicable Commitment Letter to the Purchaser and to take all other actions and execute and deliver all other documents which are requisite or pertinent to the transactions contemplated hereunder described in this Master Agreement and has taken all necessary action the Transaction Documents. The persons signing such documents and taking such actions on its behalf have been duly authorized to authorize do so and such documents and actions are valid, legally binding and enforceable against the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable Seller in accordance with its their respective terms, except as enforcement of such terms may be limited by (1) subject to applicable bankruptcy, insolvency, reorganization, receivership, moratorium or similar and other laws affecting the enforcement of creditors’ ' rights generally and the rights to general principles of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities). (iiic) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party Person or any consentconsents, licenselicenses, approval approvals or authorization authorizations from, or registration registrations or declaration declarations with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, Master Agreement or the Transaction Documents except for such consents, licenses, approvals or authorizations, or registrations or declarations declarations, as shall have been obtained or filed, as the case may be, prior to the Closing Date. (ivd) No action, suit or proceeding is pending or, to the best of the Seller's knowledge, threatened against it that would prohibit it from entering into this Master Agreement or the Transaction Documents or performing its obligations under this Master Agreement and the Transaction Documents or, in the reasonable opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Master Agreement or the Transaction Documents. (e) The execution, delivery and performance of this Agreement by the Seller will is not conflict in default with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or respect to any order or decree of any court applicable to the Seller or any of its properties order, regulation or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation demand of any federal, state, municipal or governmental agency having jurisdictionagency, which violation default would reasonably be expected to have consequences that would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operationsoperations of the Seller or its properties or would reasonably be expected to have consequences that would materially adversely affect its performance hereunder or under any Assignment. (f) This Master Agreement and each Assignment constitutes a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in and to the Qualified Loans, and the other property conveyed pursuant to this Master Agreement and each Assignment. (g) The execution and delivery of this Master Agreement and the Transaction Documents by the Seller and the performance and compliance with the terms of this Master Agreement the Transaction Documents by the Seller does not violate the Articles of Incorporation or Bylaws of the Seller, or materially and adversely affect constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the performance of material breach of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller, or any of its duties hereunderassets. (h) Following payment of the Purchase Price for a Qualified Loan identified on a Commitment Letter: (i) the Seller will have no right, title or interest in, to or under any such Qualified Loans; (ii) the Seller will not retain any rights of ownership or control with respect to any of such Qualified Loans; and (iii) the Seller will not have or purport to have any right to sell, pledge or otherwise dispose of, or control the disposition of, any of such Qualified Loans or their proceeds. (i) With respect to each Qualified Loan being sold to the Purchaser on the related Sale Date: (i) The information set forth in the related Commitment Letter is true and correct in all material respects. (ii) The related Mortgage File contains the documents required by Section 2.03(b). (iii) The Qualified Loan conforms in all respects to the criteria specified in the definition of "Qualified Loan" in this Master Agreement. (iv) The terms of the Loan Agreement, Mortgage Note and the Mortgage have not been amended in any respect by the Seller nor have the terms thereof been waived by the Seller, except in accordance with the Customary Servicing Procedures and by written instrument which is included in the Mortgage File. No Borrower has been released from its obligations under the applicable Loan Agreement, Mortgage Note and Mortgage except in connection with an assumption agreement, which assumption agreement is included in the Mortgage File. (v) The Mortgage Note and the Loan Agreement are not subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto. (vi) The Mortgage obligates the related Borrower to take out and maintain the classes and amounts of insurance coverages which conform to generally accepted utility industry standards for such classes and amounts of coverages of utilities of the size and character of such Borrower and the Borrower is in compliance with such obligations. The Mortgage obligates the Borrower thereunder to maintain all such insurance at the Borrower's cost and expense, and on the Borrower's failure to do so, authorizes the holder of the Mortgage to maintain such insurance at Borrower's cost and expense and to seek reimbursement therefor from the Borrower. (vii) As of the date the Qualified Loan was made to the applicable Borrower, any and all material requirements of any federal, state or local law including, without limitation, usury, real estate settlement procedures or disclosure laws applicable to the origination of such Qualified Loan were complied with. (viii) Each Mortgage has not been satisfied, rescinded or canceled, and the related Mortgaged Property has not been released from the lien of the Mortgage, except for partial releases of the Mortgaged Property done in accordance with Customary Servicing Procedures. (ix) There The Mortgage creates a validly recorded, filed and perfected mortgage lien shared pari passu and pro rata by the lenders that are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, parties to the Seller’s knowledgeMortgage on the Borrower's real property included in the Mortgaged Property. The Mortgage is a valid, are there any investigations existing and enforceable (isubject to the effect of laws relating to creditors rights and principles of equity) that, if determined adversely, would prohibit first lien on the Seller from entering into this AgreementMortgaged Property subject only to (A) the lien of current real property taxes and assessments not yet due and payable, (iiB) seeking to prevent the consummation covenants, conditions and restrictions, rights of any way, easements and other matters of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or public record as of the date of recording which do not materially and adversely affect the Seller’s ability value of the Mortgaged Property, (C) other matters to perform any which like properties are commonly subject which do not materially interfere with the benefits of its respective obligations under, the security intended to be provided by the Mortgage or the validity use, enjoyment, value or enforceability of, this Agreementmarketability of the related Mortgaged Property and (D) encumbrances customarily permitted by utility industry mortgages. (x) The Seller did not transfer Each Loan Agreement, the Mortgage Loans to Note and the Depositor related Mortgage are valid and binding obligations of the applicable Borrower, enforceable against such Borrower in accordance with any intent to hindertheir respective terms, delay except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or defraud any other similar laws affecting the enforcement of its creditorsthe rights of creditors and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. (xi) The Seller acquired title proceeds of the Qualified Loan have been fully disbursed to or for the account of the Borrower and there is no obligation for the Mortgagee to advance additional funds thereunder. All costs, fees and expenses incurred in making or closing the Qualified Loan and the recording of the Mortgage have been paid, and the Borrower is not entitled to any refund of any amounts paid to the Mortgagee pursuant to the Mortgage Loans in good faith, without notice of any adverse claimsNote or Mortgage. (xii) The transferNo Event of Default has occurred and is continuing under the Mortgage or the Mortgage Note and no event has occurred which, assignment with the passage of time or with the giving of notice and conveyance the expiration of any grace or cure period, would constitute such an Event of Default. For purposes of this clause (xii), "Event of Default" is defined in each of the Mortgages in a manner consistent with the definition of such phrase customarily utilized in utility industry mortgages. (xiii) There is no proceeding pending or to the Seller's knowledge threatened for the condemnation of all or any material portion of the Mortgaged Property and such Mortgaged Property has not been damaged by waste, fire or other casualty to such an extent as to materially adversely affect the value of the Mortgaged Property. (xiv) To the Seller's knowledge, there is nothing relating to or involving the Qualified Loan, the Mortgage, the Mortgaged Property, the Borrower or the Borrower's credit standing that can reasonably be expected to (a) cause the Qualified Loan to become delinquent, or (b) adversely affect the Qualified Loan's value or marketability. (xv) The Loan Agreement, Mortgage Notes and Mortgage Note permit–and such documents and instrument were not originated under and are not subject to laws which would prohibit or restrict–the sale, transfer or assignment of the Qualified Loan, the Loan Agreement, the Mortgage and the Mortgages Mortgage Note as contemplated by this Master Agreement and the Transaction Documents or the enforcement thereof by the Purchaser or its assignee. (xvi) The Mortgaged Property is not subject to any bankruptcy proceeding or foreclosure proceeding and the Borrower has not filed for protection under applicable bankruptcy laws. (xvii) No fraud or misrepresentation of a material fact was committed or made by the Seller in connection with the Qualified Loan made to the applicable Borrower. (xviii) As of the related Sale Date, the Qualified Loan is not a loan as to which any payment, or part thereof, remains unpaid for more than thirty (30) days after the original due date for such payment. (xix) The Seller has delivered to the Custodian a complete Mortgage File for the Qualified Loan. (xx) Immediately prior to the transfer and assignment contemplated herein, the Seller was the sole owner and holder of the Qualified Loan, the Seller had good and marketable title thereto, and the Seller had full right and authority to transfer and sell the Qualified Loan to the Purchaser free and clear of any encumbrance, lien, pledge or security interest. (xxi) The Qualified Loan is denominated and payable only in United States dollars and the related Borrower is a corporation or other legal entity organized under the laws of the United States or any state thereof or the District of Columbia or a territory of the United States. (xxii) To the Seller's knowledge, the Mortgaged Property is in material compliance with all applicable zoning laws and environmental laws pertaining to environmental hazards, and the related Borrower has not received any notice of any violation or potential violation of such laws. (xxiii) The Qualified Loan is represented by only one executed Mortgage Note. (xxiv) The Mortgage Note is a "promissory note" within the meaning of Article 9 of the New York UCC. (xxv) The loan narrative for a Qualified Loan submitted by the Seller to Fxxxxx Mac in advance of the Depositor are not subject related Sale Date was prepared or updated no more than one year prior to the bulk transfer laws Sale Date, and the Seller is not aware of any material adverse change regarding the Borrower or the Qualified Loan that is not reflected in such loan narrative, or as previously communicated to Fxxxxx Mac in writing. (j) Upon discovery by any similar statutory provisions party hereto of a breach of any of the representations and warranties set forth in this Section 4.03, such discovering party shall give prompt written notice to the other party and, if such breach is of any representation or warranty set forth in Section 4.01(i) that materially and adversely affects the interests of the Purchaser in the related Qualified Loan, then the Seller shall either (i) cure such breach in all material respects or (ii) repurchase the Defective Loan in question from the Purchaser by remitting the Repurchase Price to an account designated by the Purchaser. (k) It is understood and agreed by the parties hereto that the representations and warranties set forth in this Section 4.03 shall survive delivery of the respective Mortgage Files to the Custodian and will continue in full force and effect in for the remaining life of the related Qualified Loan, notwithstanding termination of this Master Agreement for any applicable jurisdictionreason.

Representations and Warranties of the Seller. The Seller Depositor hereby represents and warrants to the CARAT Owner Trustee on behalf of the Certificateholders that, as of the Closing Date or as of such date specifically provided herein: (ia) The Seller Depositor has been duly organized and is duly organized, validly existing and as an entity in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted and had at all relevant times, and now has, power, authority and legal right to acquire, own and transfer the COLT 20 -SN Secured Notes contemplated to be transferred to the Trust pursuant to the Trust Sale and Administration Agreement. (b) The Depositor is duly qualified to do business as a foreign entity 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 requires such qualifications. (c) The Depositor has the power and authority to own its assets execute and deliver this Agreement and any other CARAT Basic Documents to which the Depositor is a party, and to transact carry out their respective terms, the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller Depositor has the full power and authority to make, execute, deliver sell and perform this Agreement assign the property to be sold and assigned to consummate all and deposited with the Trust as part of the transactions contemplated hereunder Trust and the Depositor has taken duly authorized such sale and assignment to the Issuer by all necessary action to authorize corporate or limited liability company action; and the execution, delivery and performance of this Agreement and any other CARAT Basic Documents to which the Depositor is part a party have been duly authorized by the Depositor by all necessary corporate limited liability company or similar action. (d) The consummation of its official records. When executed and delivered, the transactions contemplated by this Agreement will constitute and any other CARAT Basic Documents to which the Seller’s legalDepositor is a party, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability fulfillment of the provisions terms of this Agreement and any other CARAT Basic Documents to which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licensesthe Depositor is a party, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is do not required to obtain the consent conflict with, result in any breach of any other party of the terms and provisions of or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. constitute (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, without notice or constitute lapse of time) a default under, any provision the certificate of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter incorporation or by-lawslaws of the Depositor (or its certificate of formation, limited liability company agreement or similar governing document), or constitute any indenture, agreement or other instrument to which the Depositor is a material breach ofparty or by which it is bound, or result in the creation or imposition of any lien, charge or encumbrance Lien upon any of its properties pursuant to the terms of any mortgage, such indenture, contract agreement or other agreement to which it is a party or by which it may be bound. instrument (v) No certificate of an officer, written statement or written report delivered other than pursuant to the terms hereof of the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any courtCARAT Basic Documents), or violate any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending law or, to its the best of the Depositor’s knowledge, threatenedany order, before rule or regulation applicable to the Depositor of any courtcourt or of any federal or state regulatory body, administrative agency or other tribunal; nor, to governmental instrumentality having jurisdiction over the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement Depositor or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreementproperties. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trust, the Custodian and the Trustee on behalf of the Certificateholders that, that as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing as a corporation under the laws of the State of Delaware and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans, or (d) its ability to foreclose on the related Mortgaged Properties. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official recordsAgreement. When executed and delivered, this Agreement will constitute the Seller’s 's legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of by the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s 's business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Sellerinsolvency. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller it 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 or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial 's condition (financial or otherwise) or operationsoperations or any of the Seller's properties, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Selleragainst, or investigations of, the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations tribunal (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform 's performance of any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders that, Purchaser as follows as of the Execution Date and the date of the Closing Date or as of such date specifically provided herein:(the “Closing Date”): (i) 3.1 The Seller is duly organized, validly existing and in good standing and has the requisite power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the power and authority to make, execute, deliver enter into and perform this Agreement. The Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When when executed and delivered, this Agreement will delivered by parties hereto shall constitute the Seller’s a legal, valid and binding obligations obligation of the, enforceable against the Seller in accordance with its terms, except as enforcement of such terms enforceability may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or and other similar laws affecting the enforcement of creditors’ and equitable principles relating to or limiting creditor’s rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conductedgenerally. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated herein or relating hereto do not and will not conflict with or result in a breach of, violation of applicable laws or constitute a default under, violation of any provision of any existing law the memorandum of association or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency association of the Seller. 3.2 The execution, delivery and performance of the Agreement by the Seller do not and will not require any approval, authorization, consent, license, qualification or registration to be made or obtained by the Seller from or with any foreign, federal, national state, local or other government, regulatory or administrative authority, agency or commission or any court, tribunal or judicial or arbitral body (viiithe “Governmental Authority”) The or other third party. 3.3 On the Execution Date and the Closing Date, the Seller is not and will be the record and beneficial holder of the Purchased Shares, free and clear of all liens or other security interests. When the Purchased Shares have been delivered to the Purchaser and paid for in accordance with this Agreement, the Purchaser will obtain good and valid title to the Purchased Shares, free and clear of all liens or other security interests. 3.4 The total number of shares that the Company has authority to issue is 100,000,000 shares (35,754,862 of which are issued and outstanding as of the Execution Date). Other than such stock, the Company has no other voting equity securities authorized and available to be issued. The Company has no other equity securities authorized and available to be converted into, exercisable for or exchangeable into Company shares, or otherwise has the potential of becoming Company shares. All issued and outstanding shares of the Company are validly issued, fully paid and nonassessable, and none of the Company shares have been issued in violation of, and or are subject to, any purchase option, call, right of first refusal, right of first offer, preemptive, subscription or similar rights under any provision of any applicable law, any contract to which the execution and delivery of this Agreement Company or the Seller is subject, bound or a party or otherwise. 3.5 All information disclosed to the Purchaser by the Seller is accurate and its performance and compliance with not misleading in all material respects. There has not been any material adverse change (other than the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, change which violation would materially and adversely have been expressly informed to the Purchaser in writing) which may affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect value in the performance Shares after the disclosure of any of its duties hereundersuch information. (ix) 3.6 There are is no actions claim, action, suit, arbitration, proceeding or proceedings against the Seller, investigation by or before any Governmental Authority pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the knowledge of the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit threatened against the Seller from entering into this Agreementthat seeks to restrain or enjoin or otherwise challenge the Agreement that would reasonably be expect to have, (ii) seeking to prevent individually or in aggregate, a material adverse effect on the consummation ability of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to perform its obligations under the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdictionAgreement.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trustee on behalf Buyer as follows: 2.1 The Seller holds good and marketable title to the Acquired Interests, free and clear of all Encumbrances. The transfer of the Certificateholders thatAcquired Interests to the Buyer pursuant to this Agreement will vest in the Buyer full beneficial title to the Acquired Interests. 2.2 The Seller has all requisite right, as power, capacity and authority to enter into, deliver and perform this Agreement and any other agreement or document necessary to perform this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Seller pursuant to all necessary company action on the part of the Closing Date Seller. 2.3 This Agreement is legal, valid and binding upon and enforceable against the Seller in accordance with its terms. 2.4 No litigation, claim, administrative proceeding or as other proceeding or governmental investigation is pending or, to the Seller’s knowledge, threatened which would prevent or delay the execution, delivery or performance of such date specifically provided herein:this Agreement or any agreement, instrument or document contemplated hereby by the Seller or the consummation by the Seller of the transactions contemplated hereby or thereby. (i) 2.5 The Seller Advisor is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Delaware and has the all requisite corporate power and authority to own and operate its assets and properties, to transact the carry on its business in which it is currently engagedas presently conducted. The Seller Advisor is duly qualified to do transact business and is in good standing in each jurisdiction in which the character conduct of its business, the ownership, lease or operation of its properties or the nature of its business transacted by it or properties owned or leased by it requires such qualification and in which or authorization, except where the failure to so qualify would will not have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loanseffect. (ii) 2.6 The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It Advisor is not required to obtain the consent in violation or default (i) of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles certificate of incorporationorganization or operating agreement, charter or by-laws, or constitute a (ii) in any material breach of, or result in the creation or imposition respect of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, material contract or other agreement order to which it is a party or by which it may is bound, or (iii) to the knowledge of the Seller, of any provision of any laws applicable to the Advisor. The execution, delivery and performance of the this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any such violation or be boundin conflict with or constitute, with or without the passage of time and giving of notice, a default under any such contract or order. 2.7 The Advisor owns and has good title to all assets and properties used in or held for use in connection with its business (v) No certificate the “Assets”). The Assets are sufficient for the Advisor to conduct its business from and after the Effective Date without interruption and in the ordinary course of an officerbusiness, written statement or written report delivered pursuant as it has been conducted by the Advisor. 2.8 The Seller has made available to the terms hereof Buyer all the information reasonably available to the Seller that the Buyer has requested for deciding whether to acquire the Acquired Interests. No representation or warranty of the Seller contained in this Agreement contains any untrue statement of a material fact or omits to state any a material fact necessary in order to make the certificate, statement statements contained herein or report therein not misleading. (vi) The transactions contemplated by this Agreement are misleading in the ordinary course light of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not circumstances under which they were made. Except as expressly set forth in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking the Seller makes no representation or warranty whatsoever to prevent the consummation of any of Buyer, express or implied, concerning the transactions contemplated by this Agreement or (iii) thatAdvisor, if determined adverselyits business, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations underassets, properties, financial condition, prospects, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance suitability of the Mortgage Notes and proposed investment in the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdictionAdvisor.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders that, Purchaser as of the Closing Date or as of such date specifically provided hereinfollows: (i) The Seller is duly organized, validly existing and in good standing and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller have been duly authorized by all requisite corporate action and will not conflict with violate any provision of law, any order of any court or result in a breach ofother agency of government, the Articles of Incorporation or Bylaws of the Seller, each as amended, or constitute a default under, any provision of any existing law material indenture, agreement or regulation or any order or decree of any court applicable other instrument to the Seller which it or any of its properties or any provision of its articles of incorporation, charter or by-lawsassets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any such material breach ofindenture, agreement or other instrument, or result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of its the properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency assets of the Seller. (viiib) The Seller is not in violation of, This Agreement has been duly executed and the execution and delivery of this Agreement delivered by the Seller and constitutes the legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its performance terms, subject to applicable bankruptcy, insolvency and compliance with other similar laws affecting the terms enforceability of this creditors’ rights generally, general equitable principles, the discretion of courts in granting equitable remedies and public policy considerations. (c) The Seller has been advised that the shares of Common Stock which the Seller receives pursuant to the Purchase Agreement will not constitute a violation with respect to, any order or decree of any courtbe registered with, or any order reviewed by, the SEC because the offer and sale by the Purchaser of such shares of Common Stock to the Seller is intended to be a non-public offering pursuant to Section 4(2) of the Securities Act and that such shares must be held indefinitely by the Seller unless a subsequent transfer by the Seller is registered under the Securities Act or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunderis exempt from such registration. (ixd) There are The Seller understands that no actions securities administrator of any state has made any finding or proceedings against determination relating to the Sellerfairness of the offer or sale of the shares of Common Stock by the Purchaser to the Seller pursuant to the Purchase Agreement, and that no securities administrator of any state has recommended or endorsed, or pending orwill recommend or endorse, such offer and sale or transfer. (e) The Seller understands that the sale, pledge, hypothecation or transfer of any shares of Common Stock which the Purchaser offers and sells to its knowledgethe Seller pursuant to the Purchase Agreement is subject to the provisions of the Securities Act restricting such sales, threatenedpledges, before hypothecation or transfers, unless they are registered under the Securities Act and applicable state laws or are exempt from the registration requirements thereof. Legends in substantially the form set forth in Section 1.2(c) hereof shall be placed on all such shares and appropriate notations thereof will be made in the Purchaser’s stock records. (f) The Purchaser has made available to the Seller the opportunity to ask questions of, and receive answers from the Purchaser with respect to the activities and operations of the Purchaser, and otherwise to obtain any court, administrative agency or other tribunal; noradditional information, to the Seller’s knowledgeextent that the Purchaser possesses the information or could acquire it without unreasonable effort or expense, are there any investigations (i) that, if determined adversely, would prohibit which the Seller from entering into this Agreement, (ii) seeking deems necessary in order to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of make its respective obligations under, or the validity or enforceability of, this Agreementinvestment decision. (xg) The Seller did not transfer the Mortgage Loans to the Depositor with acknowledges that no general solicitation or general advertising (including communications published in any intent to hindernewspaper, delay magazine or defraud any of its creditors. (xiother broadcast) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages has been received by the Seller in connection with any shares of Common Stock which the Purchaser offers and sells to the Depositor are not subject Seller pursuant to the bulk transfer laws Purchase Agreement and that no public solicitation or advertisement with respect to any similar statutory provisions in effect in any applicable jurisdictionsuch shares of has been made to the Seller.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders that, as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-lawslimited partnership agreement, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The General. It is understood and agreed by Seller and Buyer that as a material inducement to Buyer to enter into this agreement the Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders that, Buyer as of the Closing Date or as of such date specifically provided hereinfollows: (i) The Seller is an organization as set forth in the introductory paragraph of this Agreement and is duly organized, validly existing and in good standing under the laws of the state or place of its incorporation and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is as a foreign corporation in good standing in each jurisdiction in which all jurisdictions wherein the character of the property owned or leased or the nature of the business transacted by it or properties owned or leased by it requires such makes qualification and in which the failure to so qualify would have as a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loansforeign corporation necessary. (ii) The Seller has the power execution and authority to make, execute, deliver and perform this Agreement and to consummate all delivery of the transactions contemplated Agreement by the Seller and the performance by the Seller of the obligations to be performed by it hereunder and has taken have been duly authorized by all necessary action corporate or other similar action. Prior to authorize the executionfirst Settlement Date, delivery the Seller shall deliver to the Buyer certified copies of relevant corporate or similar resolutions and performance of this Agreement which is part a good standing certificate for the state of its official recordsincorporation and, as requested by Buyer, for each state in which Seller is registered or authorized to do business. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable It is within Buyer's discretion to periodically request good standing certificates for all states in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium which Seller is registered or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, authorized to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilitiesdo business. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its the performance by the Seller of the obligations to be performed by it hereunder do not, and will not, violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Seller or to the charter or bylaws of the Seller. All parties which have had any interest in the Mortgages, whether as mortgagee, assignee (other than Buyer or assignee of Buyer) or pledgee are (or during the period in which they held and disposed of such interest, were) in compliance with all applicable licensing requirements of the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect local government wherein the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunderSubject Property is located. (ixiv) The execution and delivery of this Agreement by the Seller and the performance by the Seller of the obligations to be performed by it hereunder do not and will not result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Seller is a party or by which it or its properties may be bound or affected. (v) This Agreement constitutes, when duly executed and delivered by the Seller, a legal, valid and binding obligation of the Seller enforceable against the Seller according to its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium, or similar laws affecting creditors' rights in general, including equitable remedies. (vi) There are no actions actions, suits or proceedings against the Seller, or pending or, to its knowledgethe knowledge of the Seller, threatened, threatened against or affecting the Seller or the properties of the Seller before any courtcourt or governmental department, administrative commission, board, bureau, agency or other tribunal; norinstrumentality, domestic or foreign, which, if determined adversely to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit have a material adverse effect on the financial condition, properties or operation of the Seller. Any consent by the Buyer to purchase Loans pursuant to this Agreement shall automatically terminate if: (a) a decree or order of a court or agency supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, bankruptcy proceeding or any similar proceedings, or for the winding up or liquidation of its affairs, shall have been entered against the Seller from entering into this Agreementor a Borrower and such decree or order shall have remained in force undischarged or unstated for a period of 60 days; or (b) the Seller or a Borrower shall consent to the appointment of a conservator or receiver or liquidator in any insolvency, readjustment of debt, marshalling of assets and liabilities, bankruptcy or similar proceedings relating to the Seller or relating to all or substantially all of its property; or (iic) seeking the Seller or Borrower shall admit in writing its inability to prevent the consummation pay its debts as they become due, file a petition to take advantage of any of applicable insolvency, reorganization or bankruptcy statute, make an assignment for the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any benefit of its creditors, or voluntarily suspend payment of its obligations. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders GridSolar that, as of the Closing Date or as of such date specifically provided herein: (ia) The Seller is a [corporation, organization, individual …], duly organized, validly existing and in good standing under the laws of the State of ________ and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires all jurisdictions where such qualification and in which the failure is required or where such qualification is necessary for it to so qualify would have a material adverse effect on (a) perform its business, properties, assets or condition (financial or other), obligations hereunder. (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the full power and authority to makecarry on its business as now being conducted, execute, deliver and perform to enter into this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or other organizational action and do not and will not contravene its organizational documents or conflict with, result in a breach of, or entitle Seller (with due notice or lapse of time or both) to terminate, accelerate or declare a default under, any agreement or instrument to which it is part a party or by which it is bound. The execution, delivery and performance of its official records. When executed and delivered, this Agreement by Seller will constitute not result in any violation by it of any law, any order of any court or other agency of government, rule or regulation applicable to it. Seller is not a party to, subject to or bound by, any judgment, injunction or decree of any court or other governmental entity which may restrict or interfere with the Seller’s performance of this Agreement by it. (c) This Agreement is the legal, valid and binding obligations obligation of Seller, enforceable against it in accordance with its terms, except as such enforcement of such terms may be limited by (1) subject to bankruptcy, insolvency, reorganization, receivershipfraudulent conveyance, avoidance, preferential transfer, moratorium or other similar laws affecting the enforcement of now or hereafter in effect relating to creditors’ ' rights generally and the rights by general principles of creditors of federally insured financial institutions and by equity that may limit the availability of equitable remedies, (2) general equity principles remedies and contractual obligations generally (regardless of whether such enforcement the issue of enforceability is considered in a proceeding in equity or at law) or (3) public policy considerations underlying ), and the securities laws, remedy of specific performance and injunctive relief may be subject to the extent that such policy considerations limit the enforceability discretion of the provisions of this Agreement court before which purport to provide indemnification from securities laws liabilitiesany proceeding therefore may be brought. (iiid) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any No consent, licensewaiver, approval order, approval, authorization or authorization fromorder of, or registration registration, qualification or declaration filing with, any court or other governmental authority, bureau agency or agency in connection with authority is required for the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the Seller will transactions contemplated hereby, except such consents which have been obtained, and as to such consents the same are final, are in full force and effect, and are not conflict with subject to any appeal or result in a breach of, further judicial or constitute a default under, any provision administrative proceedings. No consent or waiver of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant party to any mortgage, indenture, contract or other agreement to which it Seller is a party or by which it may be boundSeller is bound is required for the execution, delivery and performance by Seller of this Agreement. (ve) No certificate There is no action, suit, grievance, arbitration or proceeding (other than proceedings of an officer, written statement or written report delivered pursuant general applicability to the terms hereof of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificateelectrical generation, statement or report not misleading. (vi) The transactions contemplated by this Agreement are transmission and distribution industry and proceedings in the ordinary course of the Seller’s business. (viibusiness to obtain authorizations, approvals and permits) The Seller is not insolventpending or, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositorknowledge of Seller, nor is the threatened against or affecting Seller aware of any pending insolvency of the Seller. (viii) The Seller is not at law or in violation ofequity, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of before any federal, state, municipal or other governmental court, department, commission, board, arbitrator, bureau, agency having jurisdiction, or instrumentality which violation would materially and adversely affect the prohibits or impairs Seller’s financial condition (financial ability to execute and deliver this Agreement or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of consummate any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreementhereby. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. (a) The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders that, OMI as of the Closing Date date of this Agreement, or as of such other date as is specifically provided hereinprovided, as follows: (i1) The Seller has been duly incorporated and is duly organized, validly existing and in good standing under the laws of the State of North Carolina and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in under the laws of each jurisdiction in which the character of the business transacted by it or properties owned or leased by it that requires such qualification and in which wherein it owns or leases any material properties (except where the failure so to so qualify would not have a material adverse effect on the Seller). The Seller has the full power and authority (acorporate and other) to own its business, properties, assets or condition (financial or other), (b) the performance of properties and conduct its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loansbusiness as its business is presently conducted. (ii2) The Seller has the power full power, authority and legal right to transfer and convey the Assets to OMI, and has the full power, authority (corporate and other) and legal right to makeexecute and deliver, execute, deliver and perform this Agreement and to consummate all of engage in the transactions contemplated hereunder by, and perform and observe the terms and conditions of, this Agreement. (3) This Agreement has taken all necessary action to authorize the executionbeen duly and validly authorized, delivery and performance of this Agreement which is part of its official records. When executed and delivereddelivered by the Seller and (assuming the due authorization, this Agreement will constitute execution and delivery hereof by OMI) constitutes the valid, legal and binding agreement of the Seller’s legal, valid and binding obligations enforceable against the Seller in accordance with its terms, except as enforcement of such terms may be limited by (1) subject to bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and the rights to general principles of creditors of federally insured financial institutions and by the availability of equitable remediesequity, (2) general equity principles (regardless of whether such enforcement is considered sought in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii4) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any No consent, licenseapproval, approval authorization or authorization from, order of or registration or declaration filing with, or notice to, any governmental authorityauthority or court is required, bureau under federal laws or agency in connection with the executionlaws of the State of North Carolina, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of or compliance by the Seller with this Agreement or the consummation by the Seller of any other transaction contemplated hereby. (5) Neither the execution and delivery of this Agreement by the Seller, nor the consummation by the Seller of the transactions herein contemplated, nor compliance with the provisions hereof by the Seller, will not (A) conflict with or result in a breach of, or constitute a default under, any provision of any existing law the provisions of the Seller's articles of incorporation or regulation by-laws, or any law, governmental rule or regulation, or any judgment, decree or order or decree of any court applicable to binding on the Seller or any of its properties properties, or any provision of its articles the provisions of incorporationany indenture, charter mortgage, deed of trust, contract or by-laws, other instrument to which the Seller is a party or constitute a material breach of, by which the Seller is bound or (B) result in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon any of its the Seller's properties pursuant to the terms of any such indenture, mortgage, indenturedeed of trust, contract or other agreement to which it is a party or by which it may be boundinstrument. (v6) The Seller is not, and with passage of time does not expect to become, insolvent or bankrupt. (7) No certificate of an officer's certificate, written statement or written other information furnished in writing or report delivered pursuant by the Seller to OMI or to any affiliate or designee of OMI or to the terms hereof Trustee for use in connection with OMI's or the Trust's purchase of the Seller contains Assets and the transactions contemplated hereunder will, to the knowledge of the Seller, contain any untrue statement of a material fact fact, or omits to state any omit a material fact necessary to make the information, certificate, statement or report not misleading. (vi) 8) The transactions contemplated by this Agreement are Seller has delivered to OMI financial statements as to its last two complete fiscal years. Each such financial statement fairly presents the pertinent results of operations and changes in financial position for each of such periods and the financial position at the end of each such period of the Seller and its subsidiaries, and has been prepared in accordance with generally accepted accounting principles consistently applied throughout the period involved, except as set forth in the ordinary course notes thereto. (9) There has been no change in the business, operations, financial condition, properties or assets of the Seller since the date of the Seller’s business's financial statements described in the preceding paragraph which would have a material adverse effect on the Seller's ability to perform its obligations under this Agreement. (vii10) The Seller has not dealt with any broker, investment banker, agent or other person that may be entitled to any commission or compensation in connection with the sale of the Assets to OMI. (11) There is not insolventno litigation pending or, nor will to the Seller's knowledge, threatened against the Seller that would reasonably be made insolvent by expected to affect adversely the transfer of the Mortgage Loans to Assets, the Depositorissuance of the Certificates, nor is or the Seller aware execution, delivery, performance or enforceability of any pending insolvency this Agreement or have a material adverse effect on the financial condition of the Seller. (viii12) The Seller is not will treat the transfer of the Assets to OMI as a sale on its books and records in violation accordance with generally accepted accounting principles. (13) The Seller is, or, immediately prior to the sale of the Assets to OMI, the Seller will be, the sole owner of, and will have good and marketable title to, the execution Assets, subject to no prior lien, mortgage, security interest, pledge, charge or other encumbrance, except any lien to be released prior to or concurrently with the purchase of the Assets by OMI. Following the sale of the Assets, OMI will own such Assets, free and delivery clear of this Agreement any prior lien, mortgage, security interest, pledge, charge or other encumbrance (assuming, with respect to each Asset secured by a Real Property or a Mortgaged Property located in a jurisdiction in which recordation of an assignment is necessary to transfer a lien on the Real Property or Mortgaged Property, that an Assignment of the related Mortgage from the Seller to OMI, or its designee, is so recorded), except the lien created by the Seller Pooling and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Servicing Agreement. (x14) The As of the Closing Date with respect to each Asset, the Seller did not transfer is in possession of each of the Mortgage Loans Asset Documents required to be included in the related Asset File (except to the Depositor with any intent extent such Asset File has been delivered to hinder, delay or defraud any of its creditorsthe Trustee as described in this Agreement). (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii15) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages Assets by the Seller pursuant to the Depositor this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction. (16) The Seller used no adverse selection procedures in selecting the Assets from among the outstanding contracts and mortgage loans in its portfolio as to which the representations and warranties required by this Agreement could truthfully be made. (17) The Assets set forth on Schedule IV hereto are the "Step-up Rate Loans," as defined in the Prospectus Supplement.] (18) As of the Closing Date, the description of the Assets acquired from the Seller set forth in the Prospectus Supplement under the heading "The Asset Pool" does not contain any untrue statement of any material fact or omit any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading. (19) The information set forth in Schedule IA and Schedule IB hereto is true and correct in all material respects as of the applicable Cut-off Date. (20) The consideration received by the Seller upon the sale of the Assets under this Agreement constitutes fair consideration and reasonably equivalent value for the Assets. (21) The Seller is solvent, and the sale of the Assets will not cause the Seller to become insolvent. The sale of the Assets is not undertaken with the intent to hinder, delay or defraud any of the Seller's creditors. (22) The Seller intends to relinquish all rights to possess, control and monitor the Assets sold pursuant to this Agreement (except such rights as are entailed in its serving as the Servicer of the Assets under the Pooling and Servicing Agreement). After the Closing Date the Seller will have no right to modify or alter the terms of the sale of the Assets, and the Seller will have no right or obligation to repurchase any Asset or substitute another contract or mortgage loan, as applicable, for any Asset sold hereunder, except as provided in Sections 3 and 7 hereof. (23) As of the date hereof no property securing an Asset is subject to repossession, foreclosure, litigation, bankruptcy or insolvency proceedings or any workout or foreclosure agreement, and, to the best of the Seller's knowledge, the filing of a bankruptcy or insolvency proceeding that would result in any Asset becoming subject to bankruptcy or insolvency proceedings is not imminent. (24) The Assets listed on Schedule III hereto are insured against losses by the Federal Housing Administration (subject to applicable limitations on such insurance).] (b) As of the date of this Agreement and as of the Closing Date, the Seller hereby represents and warrants to OMI that each applicable representation and warranty set forth in Schedule II hereto is true and correct.

Representations and Warranties of the Seller. (a) The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders that, FAIC II as of the Closing Date date of this Agreement, or as of such other date as is specifically provided hereinprovided, as follows: (i1) The Seller has been duly incorporated and is duly organized, validly existing and in good standing under the laws of the State of Colorado and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in under the laws of each jurisdiction in which the character of the business transacted by it or properties owned or leased by it that requires such qualification and in which wherein it owns or leases any material properties (except where the failure so to so qualify would not have a material adverse effect on the Seller). The Seller has the full power and authority (acorporate and other) to own its business, properties, assets or condition (financial or other), (b) the performance of properties and conduct its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loansbusiness as its business is presently conducted. (ii2) The Seller has the power full power, authority and legal right to transfer and convey the Mortgage Loans to FAIC II, and has the full power, authority (corporate and other) and legal right to makeexecute and deliver, execute, deliver and perform this Agreement and to consummate all of engage in the transactions contemplated hereunder by, and perform and observe the terms and conditions of, this Agreement. (3) This Agreement has taken all necessary action to authorize the executionbeen duly and validly authorized, delivery and performance of this Agreement which is part of its official records. When executed and delivereddelivered by the Seller and (assuming the due authorization, this Agreement will constitute execution and delivery hereof by FAIC II) constitutes the valid, legal and binding agreement of the Seller’s legal, valid and binding obligations enforceable against the Seller in accordance with its terms, except as enforcement of such terms may be limited by (1) subject to bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and the rights to general principles of creditors of federally insured financial institutions and by the availability of equitable remediesequity, (2) general equity principles (regardless of whether such enforcement is considered sought in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii4) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any No consent, licenseapproval, approval authorization or authorization from, order of or registration or declaration filing with, or notice to, any governmental authority, bureau authority or agency in connection with court is required for the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of or compliance by the Seller with this Agreement or the consummation by the Seller of any other transaction contemplated hereby. (5) Neither the execution and delivery of this Agreement by the Seller, nor the consummation by the Seller of the transactions herein contemplated, nor compliance with the provisions hereof by the Seller, will not (A) conflict with or result in a breach of, or constitute a default under, any provision of any existing law the provisions of the Seller's articles of incorporation or regulation by-laws, or any law, governmental rule or regulation, or any judgment, decree or order or decree of any court applicable to binding on the Seller or any of its properties properties, or any provision of its articles the provisions of incorporationany indenture, charter mortgage, deed of trust, contract or by-laws, other instrument to which the Seller is a party or constitute a material breach of, by which the Seller is bound or (B) result in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon any of its the Seller's properties pursuant to the terms of any such indenture, mortgage, indenturedeed of trust, contract or other agreement to which it is a party or by which it may be boundinstrument. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii6) The Seller is not, and with passage of time does not insolventexpect to become, nor will insolvent or bankrupt. (7) There are no actions, suits, proceedings or investigations pending or, to the Seller's knowledge, threatened against the Seller that should reasonably be made insolvent expected to affect adversely the transfer of the Mortgage Loans, the issuance of the Bonds, or the execution, delivery, performance or enforceability of this Agreement or have a material adverse effect on the financial condition of the Seller. (8) The Seller is, and, immediately prior to the sale of the Mortgage Loans to FAIC II, the Seller will be, the sole owner of, and will have good, indefeasible and marketable title to, the Mortgage Loans, subject to no prior lien, mortgage, security interest, pledge, charge or other encumbrance, except any lien to be released prior to or concurrently with the purchase of the Mortgage Loans by FAIC II. Following the sale of the Mortgage Loans, FAIC II or the Issuer as FAIC II's transferee will own such Mortgage Loans, free and clear of any prior lien, mortgage, security interest, pledge, charge or other encumbrance (assuming that an Assignment of the related Mortgage from the Seller to FAIC II, or its designee, is recorded), except the lien created by the Indenture. (1) As to each Mortgage Loan, the Seller hereby represents and warrants to FAIC II as of the date of this Agreement, or as of such other date as is specifically provided, that each representation and warranty set forth in Exhibit B hereto is true and correct. (2) The Seller has not dealt with any broker, investment banker, agent or other person that may be entitled to any commission or compensation in connection with the sale of the Mortgage Loans to FAIC II. (3) The Seller will treat the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the SellerFAIC II as a sale on its books and records in accordance with generally accepted accounting principles. (viii4) The With respect to each Mortgage Loan, the Seller is not in violation of, and possession of each of the execution and delivery of Mortgage Loan Documents required to be included in the related Mortgage File (except to the extent such Mortgage File has been delivered to the Indenture Trustee as described in this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunderAgreement). (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii5) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages Loans by the Seller pursuant to the Depositor this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction. (6) The Seller used no adverse selection procedures in selecting the Mortgage Loans that identified the Mortgage Loans as being less desirable or valuable than other mortgage loans in its portfolio as to which the representations and warranties required by this Agreement could truthfully be made. The Mortgage Loans are representative of the Seller's portfolio of adjustable-rate residential mortgage loans. (7) The description of those Mortgage Loans that had been identified as of September 1, 1997 (the "Initial Mortgage Loans") set forth in the Prospectus Supplement under the heading "Description of the Mortgage Pool" does not contain any untrue statement of any material fact or omit any material fact required to be stated therein or necessary in order to make the statements contained therein, in light of the circumstances under which they are made, not misleading. (8) The information set forth in the Mortgage Loan Schedule hereto is true and correct in all material respects in the case of each Mortgage Loan, as of its respective Cut-off Date. (9) The consideration received by the Seller upon the sale of the Mortgage Loans under this Agreement constitutes fair consideration and reasonably equivalent value for the Mortgage Loans. (10) The Seller is solvent, and the sale of the Mortgage Loans as contemplated hereby will not cause the Seller to become insolvent. The sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any of the Seller's creditors. (11) The Seller intends to relinquish all rights to possess, control and monitor the Mortgage Loans sold pursuant to this Agreement (except such rights as are entailed in its serving as the Servicer of the Mortgage Loans under the Servicing Agreement). After the Closing Date, the Seller will have no right to modify or alter the terms of the sale of the Mortgage Loans (except such rights as are entailed in its serving as the Servicer of the Mortgage Loans under the Servicing Agreement), and the Seller will have no right or obligation to repurchase any Mortgage Loan or substitute another mortgage loan for any Mortgage Loan sold hereunder, except as provided in Sections 3 and 7 hereof.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders that, as of the Closing Date or as of such date specifically provided hereinfollows: (ia) The Seller is a statutory trust duly organized, validly existing and in good standing under the laws of Delaware, and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business business, and is in good standing standing, in each every jurisdiction in which where the character nature of the its business transacted by requires it or properties owned or leased by it requires such qualification and in which the failure to be so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), qualified. (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance by the Seller of this Agreement which is part of its official records. When executed the Transaction Documents and deliveredthe other documents to be delivered by it hereunder, this Agreement will constitute including the Seller’s use of the proceeds of purchases and reinvestments, (i) are within the Seller’s statutory trust powers, (ii) have been duly authorized by all necessary statutory trust action, (iii) do not contravene (1) the Seller’s certificate of trust or trust agreement, (2) any law, rule or regulation applicable to the Seller, (3) any contractual restriction binding on or affecting the Seller or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Seller or its property, and (iv) do not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties (except for the interest created pursuant to this Agreement). Each of the Transaction Documents has been duly executed and delivered by the Seller. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Seller of the Transaction Documents or any other document to be delivered thereunder, except for the filing of UCC financing statements which are referred to therein. (d) Each of the Transaction Documents constitutes the legal, valid and binding obligations obligation of the Seller enforceable against the Seller in accordance with its terms, terms (except as enforcement of such terms enforceability may be limited by (1) applicable bankruptcy, insolvency, reorganization, receivership, moratorium reorganization or similar laws affecting the enforcement of creditors’ rights generally and the rights general principles of creditors of federally insured financial institutions and by the availability of equitable remediesequity, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity an action at law or at lawequity). (e) or [Intentionally omitted.] (3f) public policy considerations underlying the securities lawsThere is no pending or, to the extent that such policy considerations limit the enforceability knowledge of the provisions of this Agreement Seller, threatened, action, investigation or proceeding affecting the Seller before any court, governmental agency or arbitrator which purport to provide indemnification from securities laws liabilitiesmay have a Material Adverse Effect on the Seller. (g) On the date of each purchase and reinvestment (and after giving effect thereto), the sum of the Receivable Interests is not greater than the Maximum Percentage Factor. (h) No proceeds of any purchase or reinvestment will be used (i) to acquire any equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934, (ii) to acquire any security in any transaction which is subject to Section 13 or 14 of such Act or (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party purpose that violates applicable law, including Regulation G or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with U of the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filedFederal Reserve Board. (i) Immediately prior to the purchase by the relevant Investor and/or Banks, as the case may be, the Seller is the legal and beneficial owner of the Pool Receivables and Related Security free and clear of any Adverse Claim other than, with respect to the initial purchase, any Adverse Claim to be released pursuant to Section 2.02(e); upon each purchase or reinvestment, the Investors or the Banks, as the case may be, shall acquire a valid and perfected first priority undivided percentage interest to the extent of the pertinent Receivable Interest in each Pool Receivable then existing or thereafter arising and in the Related Security and Collections with respect thereto. No effective financing statement or other instrument similar in effect covering any Contract or any Pool Receivable or the Related Security or Collections with respect thereto is on file in any recording office, except those filed in favor of the Program Agent relating to this Agreement and those filed in favor of the Designated Entities and the Intermediate SPVs pursuant to the Purchase Agreements. Each Receivable characterized in any Seller Report or other written statement made by or on behalf of the Seller as an Eligible Receivable or as included in the Net Receivables Pool Balance is, as of the date of such Seller Report or other statement, an Eligible Receivable or properly included in the Net Receivables Pool Balance. Nothing in this Section 4.01(i) shall constitute a representation or warranty by the Seller as to the priority, as against any other secured creditors of the relevant Obligor, of any Underlying Inventory Security Interest. (j) Each Seller Report (if prepared by the Seller or one of its Affiliates, or to the extent that information contained therein is supplied by the Seller or an Affiliate), information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of the Seller to the Program Agent, the Investor Agents, the Investors or the Banks in connection with this Agreement is or will be accurate in all material respects as of its date or (except as otherwise disclosed to the Program Agent, the Investor Agents the Investors or the Banks, as the case may be, at such time) as of the date so furnished. (k) The principal place of business and chief executive office of the Seller and the offices where the Seller keeps its records concerning the Pool Receivables are located at the address or addresses referred to in Section 5.01(b). (l) The names and addresses of all the Lock-Box Banks, together with the account numbers of the Lock-Box Accounts of the Seller at such Lock-Box Banks, are as specified in Schedule I hereto, as such Schedule I may be updated from time to time pursuant to Section 5.01(g). The Lock-Box Accounts are the only accounts into which Collections of Receivables are deposited or remitted, except as expressly permitted pursuant to the terms of Section 5.01(h) hereof. (m) Each purchase of a Receivable Interest and each reinvestment of Collections in Pool Receivables will constitute (i) a “current transaction” within the meaning of Section 3(a)(3) of the Securities Act of 1933, as amended, and (ii) except with respect to Two-Step Dealer Receivables, a purchase or other acquisition of notes, drafts, acceptances, open accounts receivable or other obligations representing part or all of the sales price of merchandise, insurance or services within the meaning of Section 3(c)(5) of the Investment Company Act of 1940, as amended. (n) The Seller is not known by and does not use any tradename or doing-business-as name. (o) The Seller was formed on February 27, 2009, and the Seller did not engage in any business activities prior to the Closing Datedate of this Agreement. The Seller has no Subsidiaries. (p) (i) The fair value of the property of the Seller is greater than the total amount of liabilities, including contingent liabilities, of the Seller, (ii) the present fair salable value of the assets of the Seller is not less than the amount that will be required to pay all probable liabilities of the Seller on its debts as they become absolute and matured, (iii) the Seller does not intend to, and does not believe that it will, incur debts or liabilities beyond the Seller’s abilities to pay such debts and liabilities as they mature and (iv) the Seller is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which the Seller’s property would constitute unreasonably small capital. (q) With respect to each Pool Receivable, the Seller shall have purchased such Pool Receivable from the applicable Intermediate SPV in exchange for payment (made by the Seller to such Intermediate SPV in accordance with the provisions of the applicable Purchase Agreement) in an amount which constitutes fair consideration and reasonably equivalent value, and each such sale shall not have been made for or on account of an antecedent debt owed by any Intermediate SPV to the Seller and no such sale is or may be voidable or subject to avoidance under any section of the Federal Bankruptcy Code. (r) The executionSeller has (i) timely filed all federal tax returns required to be filed, delivery (ii) timely filed all other material state and performance local tax returns, and (iii) paid or made adequate provision for the payment of all taxes, assessments and other governmental charges (other than any tax, assessment or governmental charge which is being contested in good faith and by proper proceedings, and with respect to which the obligation to pay such amount is adequately reserved against in accordance with and to the extent required by generally accepted U.S. accounting principles). (s) The Seller is not, and is not controlled by, an “investment company” within the meaning of the Investment Company Act of 1940, or is exempt from all provisions of such act. (t) No event or circumstance has occurred since the date of this Agreement by that has a Material Adverse Effect on the Seller. (u) The Seller will does not conflict with or result carry on business from premises in a breach ofBermuda, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to at which it is a party or by which it may be boundemploys staff and pays salaries and other expenses. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course location of the Seller’s businesschief executive office and domicile for the purposes of the Personal Property Security Act (or, in the case of the Province of Quebec, the Civil Code) of any Canadian province or territory the laws of which are required to be applied in connection with the issue of perfection of interests in the Canadian Receivables is at the address referred to in Section 5.01(b). (viiw) The Seller does not carry on business in Canada for the purposes of the Tax Act and is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, registered under Canadian goods and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order services or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreementprovincial sales tax legislation. (x) The Seller did not transfer None of the Mortgage Loans services (if any) rendered to the Depositor with Obligor which give rise to any intent to hinder, delay or defraud any of its creditorsCanadian Receivables are rendered in Canada. (xiy) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws No Contract or any other books, records or other information relating to any Canadian Receivable, contain any “personal information” as defined in, or any other information regulated under (i) the Personal Information Protection and Electronic Documents Act (Canada), or (ii) any other similar statutory provisions statutes of Canada or any province in effect in any applicable jurisdictionforce from time to time which restrict, control, regulate or otherwise govern the collection, holding, use or communication of information.

Representations and Warranties of the Seller. The Seller hereby makes the following representations and warranties to the Purchasers, the Managing Agents and the Administrative Agent, as of the Closing Date and as of each Incremental Funding Date, and the Purchasers, the Managing Agents and the Administrative Agent shall be deemed to have relied on such representations and warranties in purchasing the Series 2010-VFN Note on the Closing Date, entering into this Agreement and in making (or committing to make) each Incremental Funding on each Incremental Funding Date. (a) The Seller hereby represents and warrants to the Trustee on behalf Purchasers and the Administrative Agent that the representations and warranties of the Certificateholders that, as of Seller set forth in the Series Documents each are true and correct on the Closing Date or Incremental Funding Date, as of such date specifically provided herein:applicable. (i) The Seller is duly organized, validly existing and in good standing and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability Each of the Mortgage Loans. (ii) The Seller Series Documents has been duly authorized, executed and delivered by the power Seller, and authority to make, execute, deliver is the valid and perform this Agreement and to consummate all legally binding obligation of the transactions contemplated hereunder and has taken all necessary action to authorize Seller, enforceable against the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable Seller in accordance with its terms, except as that the enforcement of such terms thereof may be limited by subject to (1i) bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws affecting the enforcement of now or hereafter in effect relating to creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2ii) general principles of equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying and the securities laws, to the extent that such policy considerations limit the enforceability discretion of the provisions of this Agreement court before which purport to provide indemnification from securities laws liabilitiesany proceeding therefor may be brought. (iiic) The Seller holds all necessary licensesSeries 2010-VFN Note has been duly and validly authorized, certificates and, when executed and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency authenticated in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance accordance with the terms of the Indenture and the Indenture Supplement, and delivered to and paid for in accordance with this Agreement Agreement, will not constitute a violation with respect tobe duly and validly issued and outstanding and will be entitled to the benefits of the Indenture and the Indenture Supplement, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunderproceeding therefor may be brought. (ixd) There are is no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there threatened action, suit or proceeding by or against the Seller, the Issuer or the Master Trust before any investigations Governmental Authority or any arbitrator (i) that, if determined adversely, would prohibit asserting the Seller from entering into invalidity of this Agreement, any other Series Document or the Series 2010-VFN Notes, (ii) seeking to prevent the issuance of the Series 2010-VFN Notes or the consummation of any of the transactions contemplated by this Agreement or any other Series Document, (iii) that, if determined adversely, would prohibit or that might materially and adversely affect the performance by the Seller’s ability to perform any , the Issuer or the Master Trust of its respective obligations under, or the validity or enforceability of, this Agreement, any other Series Document or the Series 2010-VFN Notes or (iv) that if determined adversely to the Seller, the Issuer or the Master Trust would have a Material Adverse Effect. (xe) The Seller did (i) is not transfer in violation of its Certificate of Incorporation or By-Laws and (ii) is not in breach or violation of any of the Mortgage Loans terms or provisions of, or with the giving of notice or lapse of time, or both, would be in default under, any contract, indenture, mortgage, deed of trust, loan agreement, note, lease, partnership agreement, or other agreement or instrument to which the Depositor with any intent Seller is a party or by which it may be bound or to hinder, delay or defraud which any of its creditorsproperties or assets may be subject, except for such violations or defaults that would not have a Material Adverse Effect. (xif) The Seller acquired title Any taxes, fees and other charges of Governmental Authorities applicable to the Mortgage Loans Seller in good faithconnection with the execution, without notice delivery and performance by the Seller of the Series Documents or otherwise applicable to the Seller in connection with the Master Trust or the Issuer have been paid or will be paid by the Seller at or prior to the Closing Date or Incremental Funding Date, as applicable, to the extent then due, except for any adverse claimssuch failures to pay which, individually and in the aggregate, would not have a Material Adverse Effect. (xiig) The transfer, assignment Master Trust has been duly created and conveyance is validly existing under the laws of the Mortgage Notes State of Illinois. The Issuer has been duly created and is validly existing under the Mortgages laws of the State of Delaware. The Seller has authorized the Issuer to issue and sell the Series 2010-VFN Note. (h) On the date hereof and on each Incremental Funding Date, none of the Seller, the Master Trust or the Issuer is insolvent or the subject of any voluntary or involuntary bankruptcy proceeding. (i) No proceeds of a purchase hereunder will be used by the Seller (i) for a purpose that violates or would be inconsistent with Regulations T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time or (ii) to acquire any security in any transaction in violation of Section 13 or 14 of the Securities Exchange Act of 1934, as amended. (j) Assuming the accuracy of the representations and warranties of each of the Purchasers in Article VI of this Agreement, the sale of the Series 2010-VFN Note pursuant to the Depositor are terms of this Agreement, the Indenture and the Indenture Supplement will not subject require registration of the Series 2010-VFN Note under the Securities Act. (k) None of the Seller, the Master Trust or the Issuer is an “investment company” or is controlled by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (l) No written information furnished or to be furnished by the Seller or any of its Affiliates, agents or representatives to the bulk transfer laws Purchasers, the Managing Agents or the Administrative Agent for purposes of or in connection with this Agreement, including, without limitation, any reports delivered pursuant to Section 7.06 and any information relating to the Dealer Notes and NFC’s dealer financing business, is or shall be inaccurate in any material respect, or contains or shall contain any material misstatement of fact, or omits or shall omit to state a material fact or any similar statutory provisions fact necessary to make the statements contained therein not misleading, in effect in each case as of the date such information was or shall be stated or certified and as of the date such information was delivered by the Seller or any applicable jurisdictionof its Affiliates, agents or representatives to the Purchasers, the Managing Agents or the Administrative Agent.

Representations and Warranties of the Seller. The General. It is understood and agreed by Seller and Buyer that as a material inducement to Buyer to enter into this Agreement the Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders that, Buyer as of the Closing Date or as of such date specifically provided hereinfollows: (i) 1. The Seller is an organization as set forth in the introductory paragraph of this Agreement and is duly organized, validly existing and in good standing under the laws of the state of its organization and has the power existence, and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is as a **CORPORATION** in good standing in each jurisdiction in which all jurisdictions wherein the character of the property owned or ]eased or the nature of the business transacted by it or properties owned or leased by it requires such makes qualification as a foreign organization necessary. 2. The execution and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability delivery of the Mortgage Loans. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with and the performance by the Seller of the obligations to be Performed by it hereunder have been duly authorized by all necessary corporate or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable other similar action. Prior to the first Settlement Date, the Seller shall deliver to the Buyer certified copies of relevant corporate or any similar resolutions and a good standing certificate for the state of its properties or any provision of its articles of incorporationorganization and, charter or by-lawsas requested by Buyer, or constitute a material breach of, or result for each state in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant which Seller is registered to any mortgage, indenture, contract or other agreement do business. It is within Buyer's discretion to periodically request good standing certificates for all states in which it Seller is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant registered to the terms hereof of the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s do business. (vii) 3. The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its the performance by the Seller of the obligations to be performed by it hereunder do not, and will not, violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the Seller or to the charter or bylaws of the Seller. All parties which have had any interest in the Mortgages, whether as Mortgagee, assignee (other than Buyer or assignee of Buyer) or pledgee are (or during the period in which they held and disposed of such interest, were) in compliance with all applicable licensing requirements of the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal and local government wherein the Subject Property is located. 4. The execution and delivery of this Agreement by the Seller and the performance by the Seller of the obligations to be performed by it hereunder do not and will not result in a breach of or governmental agency having jurisdictionconstitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which violation would materially the Seller is a party or by which it or its properties be bound or affected. 5. This Agreement constitutes, when duly executed and adversely affect delivered by the Seller’s financial condition (financial or otherwise) or operations, a legal, valid and binding obligation of the Seller enforceable against the Seller according to its terms, except as such enforcement be limited by bankruptcy, insolvency, reorganization, receivership, moratorium, or materially and adversely affect the performance of any of its duties hereundersimilar laws affecting creditors' rights in general, including, equitable remedies. (ix) 6. There are no actions actions, suits or proceedings against the Seller, or pending or, to its knowledgethe knowledge of the Seller, threatened, threatened against or affecting the Seller or the properties of the Seller before any courtcourt or governmental department, administrative commission, board, bureau, agency or other tribunal; norinstrumentality, domestic or foreign, which, if determined adversely to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit have a material adverse effect on the Seller from entering into this Agreementfinancial condition, (ii) seeking to prevent the consummation of any properties or operation of the transactions contemplated Seller. Any consent by the Buyer to purchase pursuant to this Agreement shall automatically terminate if: (a) a decree or (iii) thatorder of a court or agency supervisory authority having jurisdiction for the appointment of a conservator or receiver or liquidator in any insolvency, if determined adverselyreadjustment of debt, would prohibit or materially marshalling of assets and adversely affect the Seller’s ability to perform any of its respective obligations underliabilities, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws bankruptcy proceeding or any similar statutory provisions proceedings, or for the winding up or liquidation or its affairs, shall have been entered against the Seller or a Borrower and such decree or order shall have remained in effect force undischarged or unstated for a period of 60 days; or (b) the Seller or a Borrower shall consent to the appointment of a conservator or receiver or liquidator in any applicable jurisdiction.insolvency, readjustment of debt, marshalling, of assets and liabilities, bankruptcy or similar proceedings relating to the Seller or relating to all or substantially all of its property; or

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trust and the Trustee on behalf of the Certificateholders that, that as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing as a limited liability company under the laws of the State of Delaware and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans, or (d) its ability to foreclose on the related Mortgaged Properties. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official recordsAgreement. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date.. Back to Contents (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-lawsLimited Liability Company Agreement, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of by the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Sellerinsolvency. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trust and the Trustee on behalf of the Certificateholders that, that as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the related Mortgage Loans, or (d) its ability to foreclose on the related Mortgaged Properties to the extent such foreclosure is conducted by the Servicer. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s 's legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s 's business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s 's financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s 's knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s 's ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents represents, warrants and warrants covenants to the Trustee on behalf of Indenture Trustee, the Certificateholders thatServicer, the Insurer and to the Noteholders as of the Closing Date or as of such date specifically provided hereinthat: (ia) The Seller is a nationally chartered banking organization duly organized, organized and validly existing and in good standing under the laws of the United States of America and has the power and authority all licenses necessary to own carry on its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business as now being conducted and is licensed, qualified and in good standing in each jurisdiction in which the character nature of its respective business, or the business transacted by it or properties owned or leased by it requires make such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) necessary. The Seller has the all requisite power and authority to makeown and operate its respective properties, execute, deliver to carry out its respective business as presently conducted and perform as proposed to be conducted and to enter into and discharge its respective obligations under this Agreement and the other Operative Documents to consummate all which it is a party. (b) The execution and delivery of this Agreement and the other Operative Documents to which the Seller is a party by the Seller and its performance and compliance with the terms of this Agreement and of the transactions contemplated hereunder and has taken other Operative Documents to which it is a party have been duly authorized by all necessary action to authorize on the execution, delivery and performance of this Agreement which is part of its official records. When executed the Seller and delivered, this Agreement will constitute not violate the Seller’s legal's charter or bylaws or constitute a default (or an event which, valid with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to which the Seller is a party or by which the Seller 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 Seller or any of its properties. (c) This Agreement and the other Operative Documents to which the Seller is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligations obligation of the Seller enforceable against it in accordance with its termsthe terms hereof and thereof, except as the enforcement of such terms hereof and thereof may be limited by (1) applicable bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and the rights by general principles of creditors of federally insured financial institutions and by the availability of equitable remedies, equity (2) general equity principles (regardless of whether such enforcement is considered in a proceeding or action in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities). (iiid) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required in default with respect to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to or any order, regulation or demand of any federal, state, municipal or governmental agency, which might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Seller or any of its properties or might have consequences that would materially and adversely affect its performance hereunder and under the other Operative Documents to which it is a party. (e) No litigation is pending or, to the best of the Seller's knowledge, threatened against the Seller which litigation might have consequences that would prohibit its entering into this Agreement or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement Operative Document to which it is a party or by might have consequences that would materially and adversely affect its performance hereunder and under the other Operative Documents to which it may be boundis a party. (vf) No certificate of an officer, written statement furnished in writing or written report delivered pursuant to the terms hereof of by the Seller 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. (vig) The transactions contemplated 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 this Agreement 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 Seller makes no such representation or warranty), that are necessary or advisable in connection with the ordinary course purchase and sale of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, Notes and the execution and delivery of this Agreement by the Seller 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 its performance and compliance with effect on the terms of this Agreement will date hereof, are not constitute a violation with respect tosubject to any pending proceedings or appeals (administrative, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial judicial or otherwise) and either the time within which any appeal therefrom may be taken or operationsreview thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, adequate to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent authorize the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any other Operative Documents on the part of the Seller and the performance by the Seller of its respective obligations under, or under this Agreement and such of the validity or enforceability of, this Agreementother Operative Documents to which it is a party. (xh) The So long as the Notes remain outstanding, this Agreement shall be treated as an official record of the Seller did not transfer within the meaning of Section 13(e) of the Federal Deposit Insurance Act (12 USC 1823(e)). It is understood and agreed that the representations and warranties set forth in this Section 3.1 shall survive delivery of the Mortgage Loans to the Depositor with any intent to hinderIndenture Trustee. Upon discovery by the Servicer, delay the Seller or defraud the Indenture Trustee of a breach of any of its creditors. (xi) The Seller acquired title the representations and warranties set forth in this Section 3.1 which materially and adversely affects the interests of the Noteholders or of the Insurer, the party discovering such breach shall give prompt written notice to the Mortgage Loans in good faith, without other parties and the Insurer. Within 60 days of its discovery or its receipt of notice of any adverse claims. (xii) The transferbreach, assignment and conveyance the Seller shall cure such breach in all material respects; provided, however, that if the Seller can demonstrate to the reasonable satisfaction of the Mortgage Notes and Insurer that it is diligently pursuing remedial action, then the Mortgages by cure period may be extended with the Seller to written approval of the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdictionInsurer.

Representations and Warranties of the Seller. The Seller hereby represents and warrants warrants, with respect to the Trustee on behalf of the Certificateholders that, paragraphs (a) through (h) as of the Closing Date or date of this Master Agreement and each Sale Date, and with respect to paragraph (i) as of such date specifically provided hereinthe applicable Sale Date, as follows: (ia) The Seller is a cooperative association duly organized, validly existing and in good standing under the laws governing its creation and has existence and with the requisite power and authority to own conduct its assets and to transact the business in which as it is currently engaged. The being conducted; the Seller holds all licenses, certificates and permits necessary for the conduct of its business as it is duly qualified to do business currently being conducted and is or will be in good standing in compliance with the laws of each jurisdiction state in which any Mortgaged Property is located to the character extent necessary to ensure the enforceability of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loanseach Qualified Loan. (iib) The Seller has the requisite power and authority to make, execute, execute and deliver and perform this Master Agreement and the Transaction Documents, to consummate transfer, assign and deliver all of the Qualified Loans identified on each applicable Commitment Letter to the Purchaser and to take all other actions and execute and deliver all other documents which are requisite or pertinent to the transactions contemplated hereunder described in this Master Agreement and has taken all necessary action the Transaction Documents. The persons signing such documents and taking such actions on its behalf have been duly authorized to authorize do so and such documents and actions are valid, legally binding and enforceable against the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable Seller in accordance with its their respective terms, except as enforcement of such terms may be limited by (1) subject to applicable bankruptcy, insolvency, reorganization, receivership, moratorium or similar and other laws affecting the enforcement of creditors’ rights generally and the rights to general principles of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities). (iiic) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party Person or any consentconsents, licenselicenses, approval approvals or authorization authorizations from, or registration registrations or declaration declarations with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, Master Agreement or the Transaction Documents except for such consents, licenses, approvals or authorizations, or registrations or declarations declarations, as shall have been obtained or filed, as the case may be, prior to the Closing Date. (ivd) No action, suit or proceeding is pending or, to the best of the Seller’s knowledge, threatened against it that would prohibit it from entering into this Master Agreement or the Transaction Documents or performing its obligations under this Master Agreement and the Transaction Documents or, in the reasonable opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Master Agreement or the Transaction Documents. (e) The execution, delivery and performance of this Agreement by the Seller will is not conflict in default with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or respect to any order or decree of any court applicable to the Seller or any of its properties order, regulation or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation demand of any federal, state, municipal or governmental agency having jurisdictionagency, which violation default would reasonably be expected to have consequences that would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operationsoperations of the Seller or its properties or would reasonably be expected to have consequences that would materially adversely affect its performance hereunder or under any Assignment. (f) This Master Agreement and each Assignment constitutes a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in and to the Qualified Loans, and the other property conveyed pursuant to this Master Agreement and each Assignment. (g) The execution and delivery of this Master Agreement and the Transaction Documents by the Seller and the performance and compliance with the terms of this Master Agreement the Transaction Documents by the Seller does not violate the Articles of Incorporation or Bylaws of the Seller, or materially and adversely affect constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the performance of material breach of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller, or any of its duties hereunderassets. (h) Following payment of the Purchase Price for a Qualified Loan identified on a Commitment Letter: (i) the Seller will have no right, title or interest in, to or under any such Qualified Loans; (ii) the Seller will not retain any rights of ownership or control with respect to any of such Qualified Loans; and (iii) the Seller will not have or purport to have any right to sell, pledge or otherwise dispose of, or control the disposition of, any of such Qualified Loans or their proceeds. (i) With respect to each Qualified Loan being sold to the Purchaser on the related Sale Date: (i) The information set forth in the related Commitment Letter is true and correct in all material respects. (ii) The related Mortgage File contains the documents required by Section 2.03(b). (iii) The Qualified Loan conforms in all respects to the criteria specified in the definition of “Qualified Loan” in this Master Agreement. (iv) The terms of the Loan Agreement, Mortgage Note and the Mortgage have not been amended in any respect by the Seller nor have the terms thereof been waived by the Seller, except in accordance with the Customary Servicing Procedures and by written instrument which is included in the Mortgage File. No Borrower has been released from its obligations under the applicable Loan Agreement, Mortgage Note and Mortgage except in connection with an assumption agreement, which assumption agreement is included in the Mortgage File. (v) The Mortgage Note and the Loan Agreement are not subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto. (vi) The Mortgage obligates the related Borrower to take out and maintain the classes and amounts of insurance coverages which conform to generally accepted utility industry standards for such classes and amounts of coverages of utilities of the size and character of such Borrower and the Borrower is in compliance with such obligations. The Mortgage obligates the Borrower thereunder to maintain all such insurance at the Borrower’s cost and expense, and on the Borrower’s failure to do so, authorizes the holder of the Mortgage (or, in the case of an Indenture Borrower, the trustee thereunder) to advance or to procure from others all sums required to maintain such insurance at Borrower’s cost and expense and to seek reimbursement therefor from the Borrower. (vii) As of the date the Qualified Loan was made to the applicable Borrower, any and all material requirements of any federal, state or local law including, without limitation, usury, real estate settlement procedures or disclosure laws applicable to the origination of such Qualified Loan were complied with. (viii) Each Mortgage has not been satisfied, rescinded or canceled, and the related Mortgaged Property has not been released from the lien of the Mortgage, except for partial releases of the Mortgaged Property done in accordance with Customary Servicing Procedures. (ix) There The Mortgage creates a validly recorded, filed and perfected mortgage lien shared pari passu and pro rata by the lenders that are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, parties to the SellerMortgage on the Borrower’s knowledgereal property included in the Mortgaged Property. The Mortgage is a valid, are there any investigations existing and enforceable (isubject to the effect of laws relating to creditors rights and principles of equity) that, if determined adversely, would prohibit first lien on the Seller from entering into this AgreementMortgaged Property subject only to (A) the lien of current real property taxes and assessments not yet due and payable, (iiB) seeking to prevent the consummation covenants, conditions and restrictions, rights of any way, easements and other matters of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or public record as of the date of recording which do not materially and adversely affect the Seller’s ability value of the Mortgaged Property, (C) other matters to perform any which like properties are commonly subject which do not materially interfere with the benefits of its respective obligations under, the security intended to be provided by the Mortgage or the validity use, enjoyment, value or enforceability of, this Agreementmarketability of the related Mortgaged Property and (D) encumbrances customarily permitted by utility industry mortgages. (x) The Seller did not transfer Each Loan Agreement, the Mortgage Loans to Note and the Depositor related Mortgage are valid and binding obligations of the applicable Borrower, enforceable against such Borrower in accordance with any intent to hindertheir respective terms, delay except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or defraud any other similar laws affecting the enforcement of its creditorsthe rights of creditors and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. (xi) The Seller acquired title proceeds of the Qualified Loan have been fully disbursed to or for the account of the Borrower and there is no obligation for the Mortgagee to advance additional funds thereunder. All costs, fees and expenses incurred in making or closing the Qualified Loan and the recording of the Mortgage have been paid, and the Borrower is not entitled to any refund of any amounts paid to the Mortgagee pursuant to the Mortgage Loans in good faith, without notice of any adverse claimsNote or Mortgage. (xii) The transferNo Event of Default has occurred and is continuing under the Mortgage or the Mortgage Note and no event has occurred which, assignment with the passage of time or with the giving of notice and conveyance the expiration of any grace or cure period, would constitute such an Event of Default. For purposes of this clause (xii), “Event of Default” is defined in each of the Mortgage Notes and Mortgages in a manner consistent with the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions definition of such phrase customarily utilized in effect in any applicable jurisdictionutility industry mortgages.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders and the Certificate Insurer that, as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-by laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Owner Trustee on behalf of the Certificateholders that, as of the Closing Date or as of such date specifically provided herein: (ia) The Seller is duly organized, organized and validly existing and as a corporation in good standing and has under the laws of the State of Delaware, with corporate power and authority to own its assets properties and to transact conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and now has, power, authority and legal right to acquire and own the business in which it is currently engaged. Leases contemplated to be transferred to the Trust pursuant to the Pooling and Servicing Agreement. (b) The Seller is duly qualified to do business as a foreign corporation and is in good standing standing, and has obtained all necessary licenses and approvals, in each jurisdiction all jurisdictions in which the character ownership or lease of property or the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance conduct of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loansbusiness shall require such qualifications. (iic) The Seller has the corporate power and authority to make, execute, execute and deliver and perform this Agreement and to consummate all of carry out its terms; the transactions contemplated hereunder Seller has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Seller has taken duly authorized such sale and assignment and deposit to the Trust by all necessary action to authorize corporate action; the execution, delivery and performance of this Agreement which is part of its official records. When executed has been duly authorized by the Seller by all necessary corporate action; and delivered, this Trust Agreement will constitute the Seller’s constitutes a legal, valid and binding obligations obligation of Seller, enforceable in accordance with its terms, except as enforcement of such terms enforceability may be limited by (1i) applicable bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ ' rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2ii) general principles of equity principles (regardless of whether such enforcement is considered in a proceeding suit at law or in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilitiesequity). (iiid) The Seller holds all necessary licensesconsummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent result in any breach of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with of the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery terms and performance of this Agreement by the Seller will not conflict with or result in a breach provisions of, or constitute (with or without notice or lapse of time) a default under, any provision under the Articles of any existing law Incorporation or regulation or any order or decree by-laws of any court applicable to the Seller or any of its properties indenture, agreement or any provision of its articles of incorporation, charter other instrument to which the Seller is a party or by-laws, or constitute a material breach of, or by which it is bound; nor result in the creation or imposition of any lien, charge or encumbrance Lien upon any of its properties pursuant to the terms of any mortgage, such indenture, contract agreement or other agreement to which it is a party or by which it may be bound. instrument (v) No certificate of an officer, written statement or written report delivered other than pursuant to the terms hereof of Basic Documents); nor violate any law or any order, rule or regulation applicable to the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order court or decree of any court, federal or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any courtstate regulatory body, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit governmental instrumentality having jurisdiction over the Seller from entering into or its properties. (e) No consent, approval, authorization, order, registration, filing, qualification, license or permit of or with any Governmental Authority having jurisdiction over Seller or any of its properties or assets is required to be obtained by or with respect to Seller in connection with the execution, delivery and performance by Seller of this Agreement, (ii) seeking to prevent Trust Agreement and the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreementherein. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders and the Certificate Insurers that, as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) Immediately prior to the sale and assignment by the Seller to the Depositor of each Mortgage Loan, the Seller had good title to each Mortgage Loan (insofar as such title was conveyed to it by the Seller) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature; (xi) As of the Closing Date, the Seller has transferred all right, title and interest in the Mortgage Loans to the Depositor; (xii) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xixiii) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xiixiv) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents 8.1 As of the Execution Date and warrants the Closing Date, and immediately prior to the Trustee on behalf Handover of the Certificateholders Target Assets, the Seller makes the following representations and warranties to the Purchaser that, as of subject to the Closing Date or as of such date specifically provided hereindisclosure otherwise made hereunder: (i1) The Seller it is duly organizeda limited liability company with full civil capacity in accordance with PRC law, validly existing and in good standing and has the with right, power and authority ability to own its assets enter into this Agreement and to transact perform all the business in which it is currently engaged. The Seller is duly qualified to do business obligations and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations responsibilities under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) . The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery execution and performance of this Agreement by the Seller will not conflict with or result in a breach ofwith, or constitute a default underviolate: i. the provisions of its internal constitutional documents and other relevant documents, any provision of any existing law or regulation or any order applicable laws, regulations or decree of rules; ii. orders, judgment and decrees issued by any court applicable court, government authorities and regulatory authorities prior to the Seller or execution of this Agreement; iii. any necessary procedures required by applicable laws and/or binding agreements and documents prior to the Closing Date, except those not having a Material Adverse Effect on the Purchaser’s operation of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be boundTarget Assets. (v2) No certificate it has obtained the necessary license, authorizations and approvals for the execution and performance of an officerthis Agreement in accordance with the current laws and regulations, written statement or written report delivered pursuant and will take all practicable measures to obtain such licenses, authorizations and approvals essential for the terms hereof performance of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report Agreement but not misleadingyet obtained. (vi3) The transactions contemplated by this Agreement are all the representations and warranties set forth in the ordinary course of the Seller’s businessAppendix 5. (vii4) The Seller is not insolvent, nor will the Seller be made insolvent by will complete the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not Closing and Handover as soon as possible in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance accordance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties conditions hereunder. (ix5) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, if certain unforeseeable condition occurs to the Seller’s knowledgeSeller after the Execution Date but prior to the Closing Date, are there which will cause any investigations (i) thataspect of any representations, if determined adverselywarranties and covenants that is material to the financial or operational condition of the Target Assets to become untrue, would prohibit inaccurate or misleading, the Seller from entering into this Agreement, (ii) seeking shall give a written notice to prevent the consummation of any Purchaser within 15 Days after it becomes aware of the transactions contemplated above-mentioned changes. (6) prior to the completion of the Handover, except for the internal reorganization to be made by the Seller pursuant to Article 6.4 of this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect within the Seller’s ability to perform any scope of its respective obligations underTarget Assets, or the validity or enforceability ofnormal provision of depreciation and amortization, this Agreement. (x) The depletion, abandonment, recovery of accounts receivable, settlement of due liabilities, Transferring Construction in Progress into Fixed Assets and other ordinary disposal situations in the process of production and operation, the Seller did undertakes that it will not transfer make decisions to implement the Mortgage Loans following conducts: making material adjustment to the Depositor with any intent Target Assets, setting up external guarantees on Target Assets, making material business change in relation to hinderTarget Assets or adjusting principal business, delay or defraud any of its creditors. (xi) The Seller acquired title making material adjustment to accounting principles related to the Mortgage Loans in good faith, without notice of any adverse claims. Target Assets (xiiexcept as required by laws and regulations) The transfer, assignment and conveyance other conducts that will cause Material Adverse Change to the ordinary operation of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdictionTarget Assets.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders that, as of the Closing Date or as of such date specifically provided hereinfollows: (ia) The Seller is a limited liability company duly organizedformed, validly existing and in good standing under the laws of Delaware and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business business, and is in good standing standing, in each every jurisdiction in which where the character nature of the its business transacted by requires it or properties owned or leased by it requires such qualification and in which the failure to be so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), qualified. (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance by the Seller of this Agreement which is part of its official records. When executed the Transaction Documents and deliveredthe other documents to be delivered by hereunder, this Agreement will constitute including the Seller’s use of the proceeds of purchases, (i) are within the Seller’s limited liability company powers, (ii) have been duly authorized by all necessary limited liability company action, (iii) do not contravene (1) the Seller’s organizational documents, (2) any law, rule or regulation applicable to the Seller, (3) any contractual restriction binding on or affecting the Seller or its property in any material respect or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Seller or its property, and (iv) do not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties (except for the interest created pursuant to this Agreement). Each of the Transaction Documents has been duly executed and delivered by the Seller. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Seller of the Transaction Documents or any other document to be delivered thereunder, except for the filing of UCC financing statements which are referred to therein. (d) Each of the Transaction Documents constitutes the legal, valid and binding obligations obligation of the Seller enforceable against the Seller in accordance with its terms, except as enforcement of such terms enforceability may be limited by (1) applicable bankruptcy, insolvency, reorganization, receivershipreorganisation, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of general equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding sought by proceedings in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities). (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to and agrees with the Trustee on behalf of the Certificateholders Company that, as of the Closing Date or date hereof and as of such date specifically provided herein:the Delivery Date (as defined below): (i) The Seller is duly organized, validly existing and in good standing and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its businessThis Agreement has been duly authorized, propertiesexecuted and delivered by the Seller, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, constitutes a valid and binding obligations obligation of the Seller, enforceable against the Seller in accordance with its terms, except as enforcement of such terms that (i) the enforceability hereof may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws affecting the enforcement of creditors’ rights generally generally, and the rights of creditors of federally insured financial institutions and by (ii) the availability of equitable remedies, (2) remedies may be limited by equitable principles of general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilitiesapplicability. (b) The execution and delivery by the Seller of, and the performance by the Seller of its obligations under, this Agreement will not contravene any (i) provision of applicable law, (ii) the organizational documents of the Seller, (iii) The Seller holds all necessary licensesany agreement or other instrument binding upon the Seller, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The executionany judgment, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any governmental body, agency or court applicable to having jurisdiction over the Seller or any of its properties subsidiaries and no consent, approval, authorization or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach order of, or result in qualification with, any governmental body or agency is required for the creation or imposition of any lien, charge or encumbrance upon any performance by the Seller of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be boundobligations under this Agreement. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (viic) The Seller is not insolventhas, nor and on the Delivery Date will the Seller be made insolvent by the transfer of the Mortgage Loans have, good, marketable and unencumbered title to the DepositorNote, nor is the Seller aware free and clear of any pending insolvency of the Seller. (viii) The Seller is not in violation ofall security interests, claims, liens, equities or other encumbrances, and the execution legal right and delivery of this Agreement power, and all authorization and approval required by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations law (i) that, if determined adversely, would prohibit the Seller from entering to enter into this Agreement, and (ii) seeking to prevent sell and transfer the consummation Note to the Company. The sale and transfer of the Note in accordance with this Agreement will convey to the Company good, marketable and unencumbered title to the Note, free and clear of all security interests, claims, liens, equities or other encumbrances. (d) Other than as disclosed to the Company in writing, the Seller has not engaged any of broker, finder or other person acting in such capacity that is entitled to any commission or fee in connection with the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants warrants, with respect to the Trustee on behalf of the Certificateholders that, paragraphs (a) through (h) as of the Closing Date or date of this Master Agreement and each Sale Date, and with respect to paragraph (i) as of such date specifically provided hereinthe applicable Sale Date, as follows: (ia) The Seller is a cooperative association duly organized, validly existing and in good standing under the laws governing its creation and has existence and with the requisite power and authority to own conduct its assets and to transact the business in which as it is currently engaged. The being conducted; the Seller holds all licenses, certificates and permits necessary for the conduct of its business as it is duly qualified to do business currently being conducted and is or will be in good standing in compliance with the laws of each jurisdiction state in which any Mortgaged Property is located to the character extent necessary to ensure the enforceability of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loanseach Qualified Loan. (iib) The Seller has the requisite power and authority to make, execute, execute and deliver and perform this Master Agreement and the Transaction Documents, to consummate transfer, assign and deliver all of the Qualified Loans identified on each applicable Commitment Letter to the Purchaser and to take all other actions and execute and deliver all other documents which are requisite or pertinent to the transactions contemplated hereunder described in this Master Agreement and has taken all necessary action the Transaction Documents. The persons signing such documents and taking such actions on its behalf have been duly authorized to authorize do so and such documents and actions are valid, legally binding and enforceable against the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable Seller in accordance with its their respective terms, except as enforcement of such terms may be limited by (1) subject to applicable bankruptcy, insolvency, reorganization, receivership, moratorium or similar and other laws affecting the enforcement of creditors’ rights generally and the rights to general principles of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities). (iiic) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party Person or any consentconsents, licenselicenses, approval approvals or authorization authorizations from, or registration registrations or declaration declarations with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, Master Agreement or the Transaction Documents except for such consents, licenses, approvals or authorizations, or registrations or declarations declarations, as shall have been obtained or filed, as the case may be, prior to the Closing Date. (ivd) No action, suit or proceeding is pending or, to the best of the Seller’s knowledge, threatened against it that would prohibit it from entering into this Master Agreement or the Transaction Documents or performing its obligations under this Master Agreement and the Transaction Documents or, in the reasonable opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Master Agreement or the Transaction Documents. (e) The execution, delivery and performance of this Agreement by the Seller will is not conflict in default with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or respect to any order or decree of any court applicable to the Seller or any of its properties order, regulation or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation demand of any federal, state, municipal or governmental agency having jurisdictionagency, which violation default would reasonably be expected to have consequences that would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operationsoperations of the Seller or its properties or would reasonably be expected to have consequences that would materially adversely affect its performance hereunder or under any Assignment. (f) This Master Agreement and each Assignment constitutes a valid transfer and assignment to the Purchaser of all right, title and interest of the Seller in and to the Qualified Loans, and the other property conveyed pursuant to this Master Agreement and each Assignment. (g) The execution and delivery of this Master Agreement and the Transaction Documents by the Seller and the performance and compliance with the terms of this Master Agreement the Transaction Documents by the Seller does not violate the Articles of Incorporation or Bylaws of the Seller, or materially and adversely affect constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the performance of material breach of, any material contract, agreement or other instrument to which the Seller is a party or which may be applicable to the Seller, or any of its duties hereunderassets. (h) Following payment of the Purchase Price for a Qualified Loan identified on a Commitment Letter: (i) the Seller will have no right, title or interest in, to or under any such Qualified Loans; (ii) the Seller will not retain any rights of ownership or control with respect to any of such Qualified Loans; and (iii) the Seller will not have or purport to have any right to sell, pledge or otherwise dispose of, or control the disposition of, any of such Qualified Loans or their proceeds. (i) With respect to each Qualified Loan being sold to the Purchaser on the related Sale Date: (i) The information set forth in the related Commitment Letter is true and correct in all material respects. (ii) The related Mortgage File contains the documents required by Section 2.03(b). (iii) The Qualified Loan conforms in all respects to the criteria specified in the definition of “Qualified Loan” in this Master Agreement. (iv) The terms of the Loan Agreement, Mortgage Note and the Mortgage have not been amended in any respect by the Seller nor have the terms thereof been waived by the Seller, except in accordance with the Customary Servicing Procedures and by written instrument which is included in the Mortgage File. No Borrower has been released from its obligations under the applicable Loan Agreement, Mortgage Note and Mortgage except in connection with an assumption agreement, which assumption agreement is included in the Mortgage File. (v) The Mortgage Note and the Loan Agreement are not subject to any right of rescission, set-off, counterclaim or defense, including the defense of usury, and no such right of rescission, set-off, counterclaim or defense has been asserted with respect thereto. (vi) The Mortgage obligates the related Borrower to take out and maintain the classes and amounts of insurance coverages which conform to generally accepted utility industry standards for such classes and amounts of coverages of utilities of the size and character of such Borrower and the Borrower is in compliance with such obligations. The Mortgage obligates the Borrower thereunder to maintain all such insurance at the Borrower’s cost and expense, and on the Borrower’s failure to do so, authorizes the holder of the Mortgage (or, in the case of an Indenture Borrower, the trustee thereunder) to advance or to procure from others all sums required to maintain such insurance at Borrower’s cost and expense and to seek reimbursement therefor from the Borrower. (vii) As of the date the Qualified Loan was made to the applicable Borrower, any and all material requirements of any federal, state or local law including, without limitation, usury, real estate settlement procedures or disclosure laws applicable to the origination of such Qualified Loan were complied with. (viii) Each Mortgage has not been satisfied, rescinded or canceled, and the related Mortgaged Property has not been released from the lien of the Mortgage, except for partial releases of the Mortgaged Property done in accordance with Customary Servicing Procedures. (ix) There The Mortgage creates a validly recorded, filed and perfected mortgage lien shared pari passu and pro rata by the lenders that are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, parties to the SellerMortgage on the Borrower’s knowledgereal property included in the Mortgaged Property. The Mortgage is a valid, are there any investigations existing and enforceable (isubject to the effect of laws relating to creditors rights and principles of equity) that, if determined adversely, would prohibit first lien on the Seller from entering into this AgreementMortgaged Property subject only to (A) the lien of current real property taxes and assessments not yet due and payable, (iiB) seeking to prevent the consummation covenants, conditions and restrictions, rights of any way, easements and other matters of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or public record as of the date of recording which do not materially and adversely affect the Seller’s ability value of the Mortgaged Property, (C) other matters to perform any which like properties are commonly subject which do not materially interfere with the benefits of its respective obligations under, the security intended to be provided by the Mortgage or the validity use, enjoyment, value or enforceability of, this Agreementmarketability of the related Mortgaged Property and (D) encumbrances customarily permitted by utility industry mortgages. (x) The Seller did not transfer Each Loan Agreement, the Mortgage Loans to Note and the Depositor related Mortgage are valid and binding obligations of the applicable Borrower, enforceable against such Borrower in accordance with any intent to hindertheir respective terms, delay except as enforceability may be limited by (A) bankruptcy, insolvency, liquidation, receivership, moratorium, reorganization or defraud any other similar laws affecting the enforcement of its creditorsthe rights of creditors and (B) general principles of equity, whether enforcement is sought in a proceeding in equity or at law. (xi) The Seller acquired title proceeds of the Qualified Loan have been fully disbursed to or for the account of the Borrower and there is no obligation for the Mortgagee to advance additional funds thereunder. All costs, fees and expenses incurred in making or closing the Qualified Loan and the recording of the Mortgage have been paid, and the Borrower is not entitled to any refund of any amounts paid to the Mortgagee pursuant to the Mortgage Loans in good faith, without notice of any adverse claimsNote or Mortgage. (xii) The transferNo Event of Default has occurred and is continuing under the Mortgage or the Mortgage Note and no event has occurred which, assignment with the passage of time or with the giving of notice and conveyance the expiration of any grace or cure period, would constitute such an Event of Default. For purposes of this clause (xii), “Event of Default” is defined in each of the Mortgages in a manner consistent with the definition of such phrase customarily utilized in utility industry mortgages. (xiii) There is no proceeding pending or to the Seller’s knowledge threatened for the condemnation of all or any material portion of the Mortgaged Property and such Mortgaged Property has not been damaged by waste, fire or other casualty to such an extent as to materially adversely affect the value of the Mortgaged Property. (xiv) To the Seller’s knowledge, there is nothing relating to or involving the Qualified Loan, the Mortgage, the Mortgaged Property, the Borrower or the Borrower’s credit standing that can reasonably be expected to (a) cause the Qualified Loan to become delinquent, or (b) adversely affect the Qualified Loan’s value or marketability. (xv) The Loan Agreement, Mortgage Notes and Mortgage Note permit–and such documents and instrument were not originated under and are not subject to laws which would prohibit or restrict–the sale, transfer or assignment of the Qualified Loan, the Loan Agreement, the Mortgage and the Mortgages Mortgage Note as contemplated by this Master Agreement and the Transaction Documents or the enforcement thereof by the Purchaser or its assignee. (xvi) The Mortgaged Property is not subject to any bankruptcy proceeding or foreclosure proceeding and the Borrower has not filed for protection under applicable bankruptcy laws. (xvii) No fraud or misrepresentation of a material fact was committed or made by the Seller in connection with the Qualified Loan made to the applicable Borrower. (xviii) As of the related Sale Date, the Qualified Loan is not a loan as to which any payment, or part thereof, remains unpaid for more than thirty (30) days after the original due date for such payment. (xix) The Seller has delivered to the Custodian a complete Mortgage File for the Qualified Loan. (xx) Immediately prior to the transfer and assignment contemplated herein, the Seller was the sole owner and holder of the Qualified Loan, the Seller had good and marketable title thereto, and the Seller had full right and authority to transfer and sell the Qualified Loan to the Purchaser free and clear of any encumbrance, lien, pledge or security interest. (xxi) The Qualified Loan is denominated and payable only in United States dollars and the related Borrower is a corporation or other legal entity organized under the laws of the United States or any state thereof or the District of Columbia or a territory of the United States. (xxii) To the Seller’s knowledge, the Mortgaged Property is in material compliance with all applicable zoning laws and environmental laws pertaining to environmental hazards, and the related Borrower has not received any notice of any violation or potential violation of such laws. (xxiii) The Qualified Loan is represented by only one executed Mortgage Note. (xxiv) The Mortgage Note is a “promissory note” within the meaning of Article 9 of the New York UCC. (xxv) The loan narrative for a Qualified Loan submitted by the Seller to Xxxxxx Mac in advance of the Depositor are not subject related Sale Date was prepared or updated no more than one year prior to the bulk transfer laws Sale Date, and the Seller is not aware of any material adverse change regarding the Borrower or the Qualified Loan that is not reflected in such loan narrative, or as previously communicated to Xxxxxx Mac in writing. (xxvi) For each Covered Loan, the Qualified Loan meets the Covered Loan Criteria as of the Sale Date. (j) Upon discovery by any similar statutory provisions party hereto of a breach of any of the representations and warranties set forth in this Section 4.03, such discovering party shall give prompt written notice to the other party and, if such breach is of any representation or warranty set forth in Section 4.01(i) that materially and adversely affects the interests of the Purchaser in the related Qualified Loan, then the Seller shall either (i) cure such breach in all material respects or (ii) repurchase the Defective Loan in question from the Purchaser by remitting the Repurchase Price to an account designated by the Purchaser. (k) It is understood and agreed by the parties hereto that the representations and warranties set forth in this Section 4.03 shall survive delivery of the respective Mortgage Files to the Custodian and will continue in full force and effect in for the remaining life of the related Qualified Loan, notwithstanding termination of this Master Agreement for any applicable jurisdictionreason.

Representations and Warranties of the Seller. The Seller hereby represents and warrants with respect to itself, to the Trustee on behalf of the Certificateholders and to the Master Servicer that, as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-lawslimited partnership agreement, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trust and the Trustee on behalf of the Certificateholders that, that as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans, or (d) its ability to foreclose on the related Mortgaged Properties to the extent such foreclosure is conducted by the Servicer. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s 's legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s 's business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s 's financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s 's knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s 's ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to, and agrees with the Depositor and the Underwriters that: A. [RESERVED] B. The Prospectus Supplement and any further amendments or supplements to the Trustee on behalf Prospectus Supplement will, when they are filed with the Commission, conform in all respects to the requirements of the Certificateholders thatSecurities Act, the Trust Indenture Act and the Rules and Regulations. The Seller Information (as defined in Section 8 I.) as of its date, and as amended or supplemented as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organizedDate, validly existing does not and in good standing and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller contains contain any untrue statement of a material fact or omits omit to state any a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. C. The documents regarding the Trust and the Home Equity Loans filed after the Closing Date and incorporated by reference to the Prospectus, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the certificate, statement or report statements therein not misleading; provided that no representation is made as to documents deemed to be incorporated by reference in the Prospectus as the result of filing a Form 8-K at the request of the Underwriters except to the extent such documents reflect information furnished by the Depositor to the Underwriters for the purpose of preparing such documents. (vi) The transactions contemplated by this Agreement are D. Since the respective dates as of which the Seller Information is given, there has not been any material adverse change in the ordinary course general affairs, management, financial condition, or results of operations of the Seller’s business, otherwise than as set forth or contemplated in the Seller Information as supplemented or amended as of the Closing Date. (vii) E. The Seller has been duly incorporated and is not insolvent, nor will validly existing as a corporation in good standing under the Seller be made insolvent by the transfer laws of the Mortgage Loans State of Florida and is in good standing as a foreign corporation in each jurisdiction in which its ownership or lease of property or the conduct of its business requires such qualification, and has all power and authority necessary to own or hold its properties, to conduct the Depositor, nor business in which it is the Seller aware of any pending insolvency of the Sellerengaged and to enter into and perform its obligations under each Agreement to which it is a party. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) F. There are no actions actions, proceedings or proceedings against investigations pending with respect to which the Seller, Seller has received service of process before or pending or, to its knowledge, threatened, before threatened by any court, administrative agency or other tribunal; nor, tribunal to which the Seller is a party or of which any of its properties is the subject (a) which if determined adversely to the Seller would have a material adverse effect on the business or financial condition of the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (iib) asserting the invalidity of any of the Agreements or the Securities, (c) seeking to prevent the issuance of the Securities or the consummation by the Seller of any of the transactions contemplated by this Agreement the Agreements, or (iiid) that, if determined adversely, would prohibit or which might materially and adversely affect the Seller’s ability to perform any performance by the Seller of its respective obligations under, or the validity or enforceability of, this Agreementthe Agreements or the Securities. G. This Agreement has been, and each other Agreement to which the Seller is a party when executed and delivered as contemplated hereby and thereby will have been, duly authorized, executed and delivered by the Seller, and this Agreement constitutes, and each such other Agreement when executed and delivered as contemplated herein, will constitute, legal, valid and binding instruments enforceable against the Seller in accordance with their respective terms, subject as to enforceability to (x) applicable bankruptcy, reorganization, insolvency moratorium or other similar laws affecting creditors' rights generally, (y) general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), and (z) with respect to rights of indemnity under this Agreement and the Indemnification Agreement, limitations of public policy under applicable securities laws. H. The execution, delivery and performance of each Agreement to which the Seller is a party and the consummation of the transactions contemplated hereby and thereby, do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Seller is a party, by which the Seller is bound or to which any of the properties or assets of the Seller or any of its subsidiaries is subject, which breach or violation would have a material adverse effect on the business, operations or financial condition of the Seller, nor will such actions result in any violation of the provisions of the articles of incorporation or by-laws of the Seller or any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Seller or any of its properties or assets, which breach or violation would have a material adverse effect on the business, operations or financial condition of the Seller. I. The Seller did has no reason to believe that Coopers & Xxxxxxx L.L.P. are not transfer independent public accountants with respect to the Mortgage Seller as required by the Securities Act and the Rules and Regulations. J. [RESERVED] K. No consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body of the United States is required for the consummation by the Seller of the transactions contemplated by the Agreements except such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or blue sky laws in connection with the purchase and distribution of the Notes by the Underwriters or as have been obtained. L. The Seller possesses all material licenses, certificates, authorities or permits issued by the appropriate State, Federal or foreign regulatory agencies or bodies necessary to conduct the business now conducted by it and as described in the Prospectus, and the Seller has not received notice of any proceedings relating to the revocation or modification of any such license, certificate, authority or permit which if decided adversely to the Seller would, singly or in the aggregate, materially and adversely affect the conduct of its business, operations or financial condition. M. At the time of execution and delivery of the Sale and Servicing Agreement, the Seller will: (i) have good title to the Initial Home Equity Loans conveyed by the Seller, free and clear of any lien, mortgage, pledge, charge, encumbrance, adverse claim or other security interest (collectively, "Liens"); (ii) not have assigned to any person any of its right or title in the Initial Home Equity Loans, in the Sale and Servicing Agreement and (iii) have the power and authority to sell its interest in the Home Equity Loans to the Depositor. Upon execution and delivery of the Sale and Servicing Agreement by the Depositor, the Depositor with will have acquired beneficial ownership of all of the Seller's right, title and interest in and to the Initial Home Equity Loans. N. At the time of execution and delivery of any intent Subsequent Transfer Agreement, the Seller will: (i) have good title to hinderthe Subsequent Home Equity Loans conveyed by the Seller, delay or defraud free and clear of any Liens; (ii) not have assigned to any person any of its creditorsright or title in the Subsequent Home Equity Loans or in the Sale and Servicing Agreement; and (iii) have the power and authority to sell the Subsequent Home Equity Loans to the Issuer. Upon execution and delivery of the Subsequent Transfer Agreement by the Issuer, the Issuer will acquire beneficial ownership of all of the Seller's right, title and interest in and to the Subsequent Home Equity Loans. (xi) The Seller acquired title O. As of the Cut-Off Date, each of the Initial Home Equity Loans will meet the eligibility criteria described in the Prospectus and will conform to the Mortgage Loans descriptions thereof contained in good faith, without notice the Prospectus. P. As of any adverse claimsSubsequent Transfer Date, each of the Subsequent Home Equity Loans will meet the eligibility criteria described in the Prospectus and will conform to the descriptions thereof contained in the Prospectus. (xii) The transferQ. [RESERVED] R. At the Closing Date, assignment the Notes and conveyance each Agreement will conform in all material respects to the descriptions thereof contained in the Prospectus Supplement. S. [RESERVED] T. [RESERVED] U. At the Closing Date, each of the Mortgage Notes representations and the Mortgages by warranties of the Seller set forth in each Agreement to which it is a party will be true and correct in all material respects. Any certificate signed by an officer of the Seller and delivered to the Depositor are not subject or an Underwriter or their respective counsel in connection with an offering of the Notes shall be deemed, and shall state that it is, a representation and warranty as to the bulk transfer laws or any similar statutory provisions matters covered thereby to each person to whom the representations and warranties in effect in any applicable jurisdictionthis Section 1A are made.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trustee on behalf Purchaser and the Parent that each of the Certificateholders that, as of following representations is true and accurate on the Signing Date and will be true and accurate on the Closing Date or as and acknowledges that the Purchaser is relying on such representations and warranties in connection with the purchase of such date specifically provided hereinthe Shares: (i) 3.1. The Seller is duly organizedowns the Shares as the sole legal, validly existing beneficial and in recorded owner thereof, with good standing and has the marketable title thereto, free and clear of all Liens, and demands whatsoever, with full right, power and authority to own its assets sell, transfer and deliver the same to transact the business in which it is currently engagedPurchaser upon Closing, and such Shares are not subject to any shareholders’ agreement, voting trust agreement or similar agreement. 3.2. The Seller is an entity duly qualified to do business and is in good standing in each jurisdiction in which incorporated or formed, validly existing under the character laws of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance jurisdiction of its obligations under this Agreementincorporation or formation with full right, corporate, partnership, limited liability company or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the similar power and authority to make, execute, deliver enter into and perform to consummate the transactions contemplated in this Agreement and otherwise to consummate all carry out its obligations hereunder. The execution and delivery of this Agreement and performance by the Seller of the transactions contemplated hereunder and has taken herein have been duly authorized by all necessary action to authorize corporate, partnership, limited liability company or similar action, as applicable, on the execution, delivery and performance of this Agreement which is part of its official recordsthe Seller. 3.3. When No Person has any agreement or option or any right or privilege (whether by Law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase any of the Shares. 3.4. This Agreement has been duly executed by the Seller, and deliveredwhen delivered by the Seller in accordance with the terms hereof, this Agreement will constitute the Seller’s legal, valid and legally binding obligations obligation of the Seller, enforceable against it in accordance with its terms, except except: (i) as enforcement of such terms may be limited by (1) general equitable principles and applicable bankruptcy, insolvency, reorganization, receivership, moratorium or similar and other laws of general application affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remediesremedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. 3.5. The Seller represents that it (or any other Person) has no right or claims whatsoever to any shares in the capital of, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in or any other equity or at lawownership interest in, each of the Companies other than the Shares, and it (or any other Person) does not have any options, warrants, or any other instruments or rights entitling the Seller to exercise, purchase, convert or otherwise acquire any shares in the capital of, or any other equity or ownership interest in, each or both of the Companies. 3.6. The execution and delivery of the Transaction Documents and the consummation of the transactions contemplated hereby or thereby will not, in any material respect: (3a) public policy considerations underlying Violate, be in conflict with, result in any breach of, constitute a default, or cause the securities lawsacceleration of any obligation of the Seller, under: (i) Any agreement, instrument, license, permit or authority to which such Seller is, or is entitled to be, a party or to which the Shares are subject, (ii) Any judgment, decree, order, statute, rule or regulation applicable to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities.Seller, (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent Any provision of any other party Law or any consentjudicial or administrative order, licenseaward, approval judgment or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior decree applicable to the Closing Date.Seller, or (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any Any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporationconstituting documents, charter or articles, by-laws, or constitute a material breach ofpartnership agreement, resolutions, or result other governing documents of the Seller, (b) Result in the creation or imposition of any lien, charge or encumbrance Lien upon any or all of its properties pursuant the Shares under any agreement or instrument whatsoever; or (c) Give to any mortgagePerson any material interest or rights that have not been waived prior to the date hereof, indentureincluding pre-emptive or preferential rights of purchase of any part or all of the Shares, contract or any right of termination, cancellation or acceleration under any agreement, instrument, license, permit or authority referred to in Section 3.6(a)(i); 3.7. No permits, licenses, certifications, approvals, consents, or other agreement to which it action of a Governmental Body is a party required for the execution, delivery or performance by which it may be boundthe Seller of the Transaction Documents or the transactions contemplated hereby or thereby. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) 3.8. The Seller is not insolvent, nor will a “U.S. person” as that term is defined in Rule 901(k) of Regulation S promulgated under the United States Securities Act of 1933; the Seller be made insolvent by was not in the transfer United States at the time it received the offer to acquire the Parent Shares; and the Seller was not in the United States at the time such Seller decided to acquire the Parent Shares or at the time the Seller executed this Agreement. 3.9. The Seller acknowledges and agrees that: (a) no securities commission or similar regulatory authority or other Governmental Body has reviewed or passed on the merits of the Mortgage Loans to Parent Shares; (b) there is no government or other insurance covering the Depositor, nor is Parent Shares; (c) there are risks associated with the Seller aware of any pending insolvency purchase of the Seller.Parent Shares; (viiid) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There there are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect restrictions on the Seller’s ability to perform any resell the Parent Shares and it is the responsibility of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to find out what those restrictions are and to comply with them before selling the Depositor are Parent Shares; and (e) the Parent has advised the Seller that the Parent is relying on an exemption from the requirements to provide the Seller with a prospectus and to sell securities through a Person registered to sell securities under the Securities Act (British Columbia) and, as a consequence of acquiring securities pursuant to this exemption, certain protections, rights and remedies provided by the Securities Act (British Columbia), including statutory rights of rescission or damages, will not subject be available to the bulk transfer laws Seller. 3.10. The Seller is acquiring the Parent Shares for its own account, for investment purposes only and not with a view to resale or any similar statutory provisions distribution or other disposition of the Parent Shares in effect in any violation to applicable jurisdictionsecurities laws. 3.11. The Seller has been advised to consult with its own legal, tax and other advisors with respect to the merits of the acquisition of the Parent Shares and applicable resale restrictions, and the Seller is solely responsible for compliance with applicable resale restrictions with respect to the Parent Shares.

Representations and Warranties of the Seller. The Seller hereby represents makes the following representations and warrants to the Trustee on behalf of the Certificateholders that, as of the Closing Date or as of such date specifically provided hereinwarranties: (ia) The Seller is a corporation or other such legal entity duly organized, validly existing and in good standing under the laws of the state in which it was formed or incorporated, is duly qualified to do business in and is in good standing under the laws of the State, is not in violation of any provision of its articles of incorporation or by-laws, has the power and authority to own its assets property and assets, to carry on its business as now being conducted by it and to transact execute, deliver and perform this Amended Agreement. To the business in which it is currently engaged. The best of Seller's knowledge, the Seller is duly qualified to do business and is in good standing in each every jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), is necessary. (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Amended Agreement which is and the consummation of the transactions by the Seller herein contemplated have been duly authorized by all material requisite action on the part of its official records. When executed the Seller and deliveredwill not violate any provision of law, this Agreement will constitute any order or judgment of any court or agency of government, or the certificate of incorporation or by-laws of the Seller’s , or any material indenture, agreement or other instrument to which the Seller is a party or by which it or any of its property is subject to or bound, or be in conflict with or result in a breach of or constitute (with due notice and/or lapse of time) a material default under any such indenture, agreement or other instrument. (c) This Amended Agreement constitutes the legal, valid and binding obligations of the Seller enforceable against the Seller in accordance with its terms, except as enforcement of such terms may be limited by (1) subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, receivership, moratorium or similar other laws affecting the enforcement of creditors’ ' rights generally and the rights subject to general principles of creditors of federally insured financial institutions and by the availability of equitable remediesequity, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law. (d) Except as previously disclosed to the Department in writing, there is no substantive action or (3) public policy considerations underlying the securities lawsproceeding pending or, to the extent that such policy considerations limit the enforceability best knowledge of the provisions Seller, threatened by or against the Seller by or before any court or administrative agency that might adversely affect the ability of the Seller to perform its obligations under this Amended Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds and all necessary licensesmaterial authorizations, certificates consents and permits from all approvals of governmental authorities necessary for conducting its business as it is currently conducted. It is not bodies or agencies required to obtain be obtained by the consent Seller as of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency the date hereof in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Amended Agreement or in connection with the performance of the obligations of the Seller hereunder have been obtained. (e) The Seller is solvent. No action has been instituted, with respect to the Seller, by the Seller and or by another person or entity of a bankruptcy, reorganization, moratorium, liquidation or similar insolvency proceeding or other relief under any bankruptcy or insolvency law affecting creditor's rights nor has any petition been presented or instituted for its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order winding-up or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunderliquidation. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (xf) The Seller did not transfer has obtained all necessary permits and any emission offsets needed to operate the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditorsGenerating Plant for approximately 8,760 hours per year at Contract Capacity. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trust and the Trustee on behalf of the Certificateholders that, and the Certificate Insurer that as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing as a federal savings bank and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans, or (d) its ability to foreclose on the related Mortgaged Properties to the extent such foreclosure is conducted by the Master Servicer. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official recordsAgreement. When executed and delivered, this Agreement will constitute the Seller’s 's legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter incorporation or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of by the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s 's business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller it and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s 's financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s its knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s 's ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents makes the following representations and warrants warranties to the Trustee on behalf of Purchasers, the Certificateholders thatManaging Agents and the Administrative Agent, as of the Closing Date or date hereof and as of each Incremental Funding Date, and the Purchasers, the Managing Agents and the Administrative Agent shall be deemed to have relied on such date specifically provided herein:representations and warranties in purchasing the Series 2000-VFC Certificate on the Closing Date, entering into the Agreement and in making (or committing to make) each Incremental Funding on each Incremental Funding Date. (ia) The Seller is duly organized, validly existing repeats and in good standing reaffirms to the Purchasers and has the power Administrative Agent the representations and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character warranties of the business transacted by it or properties owned or leased by it requires Seller set forth in Sections 2.04 and 2.05 of the Pooling and Servicing Agreement and represents and warrants that such qualification representations and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), warranties are true and correct. (b) the performance of its obligations under this Agreement, or (c) the value or marketability Each of the Mortgage Loans. (ii) The Seller Series Documents has been duly authorized, executed and delivered by the power Seller, and authority to make, execute, deliver is the valid and perform this Agreement and to consummate all legally binding obligation of the transactions contemplated hereunder and has taken all necessary action to authorize Seller, enforceable against the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable Seller in accordance with its terms, except as that the enforcement of such terms thereof may be limited by subject to (1i) bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws affecting the enforcement of now or hereafter in effect relating to creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2ii) general principles of equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying and the securities laws, to the extent that such policy considerations limit the enforceability discretion of the provisions of this Agreement court before which purport to provide indemnification from securities laws liabilitiesany proceeding therefor may be brought. (iiic) The Seller holds all necessary licensesSeries 2000-VFC Certificate has been duly and validly authorized, certificates and, when executed and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency authenticated in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance accordance with the terms of the Pooling and Servicing Agreement and the Series Supplement, and delivered to and paid for in accordance with this Agreement, will be duly and validly issued and outstanding and will be entitled to the benefits of the Pooling and Servicing Agreement will not constitute a violation with respect toand the Series Supplement, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (ii) general principles of equity and the discretion of the court before which any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunderproceeding therefor may be brought. (ixd) There are is no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there threatened action, suit or proceeding by or against the Seller before any investigations Governmental Authority or any arbitrator (i) that, if determined adversely, would prohibit asserting the Seller from entering into invalidity of this Agreement, any other Series Document or the Series 2000-VFC, (ii) seeking to prevent the issuance of the Series 2000-VFC or the consummation of any of the transactions contemplated by this Agreement or any other Series Document, (iii) that, if determined adversely, would prohibit or that might materially and adversely affect the Seller’s ability to perform any performance by Seller of its respective obligations under, or the validity or enforceability of, this Agreement, any other Series Document or the Series 2000-VFC or (iv) that if determined adversely as to Seller would have a Material Adverse Effect. (xe) The Seller did (i) is not transfer in violation of its Certificate of Incorporation or By-Laws and (ii) is not in breach or violation of any of the Mortgage Loans terms or provisions of, or with the giving of notice or lapse of time, or both, would be in default under, any contract, indenture, mortgage, deed of trust, loan agreement, note, lease, partnership agreement, or other agreement or instrument to which the Depositor with any intent Seller is a party or by which it may be bound or to hinder, delay or defraud which any of its creditorsproperties or assets may be subject, except for such violations or defaults that would not have a Material Adverse Effect. (xif) The Seller acquired title Any taxes, fees and other charges of Governmental Authorities applicable to the Mortgage Loans Seller in good faithconnection with the execution, without notice delivery and performance by the Seller of the Series Documents or otherwise applicable to the Seller in connection with the Master Trust have been paid or will be paid by the Seller prior to the date hereof or Incremental Funding Date, as applicable, to the extent then due, except for any adverse claimssuch failures to pay which, individually and in the aggregate, would not have a Material Adverse Effect. (xiig) The transfer, assignment Master Trust has been duly created and conveyance is validly existing under the laws of the Mortgage Notes State of Illinois. The Seller has authorized the Master Trust to issue and sell the Mortgages Series 2000-VFC Certificate. (h) On the date hereof and on each Incremental Funding Date, the Seller is not insolvent or the subject of any voluntary or involuntary bankruptcy proceeding. (i) No proceeds of a purchase hereunder will be used by the Seller (i) for a purpose that violates or would be inconsistent with Regulations T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time or (ii) to acquire any security in any transaction in violation of Section 13 or 14 of the Securities Exchange Act of 1934, as amended. (j) Assuming the accuracy of the representations and warranties of the Purchaser in Article VI of this Agreement, the sale of the Series 2000-VFC Certificate pursuant to the Depositor are terms of this Agreement, the Pooling and Servicing Agreement and the Series Supplement will not subject require registration of the Series 2000-VFC Certificate under the Act. (k) Neither the Master Trust nor the Seller is an “investment company” or is controlled by an “investment company” within the meaning of the Investment Company Act of 1940, as amended. (l) No written information furnished or to be furnished by the Seller or any of its Affiliates, agents or representatives to the bulk transfer laws Purchasers, the Managing Agents or the Administrative Agent for purposes of or in connection with this Agreement, including, without limitation, any reports delivered pursuant to Section 7A.01 and any information relating to the Dealer Notes and NFC’s dealer financing business, is or shall be inaccurate in any material respect, or contains or shall contain any material misstatement of fact, or omits or shall omit to state a material fact or any similar statutory provisions fact necessary to make the statements contained therein not misleading, in effect in each case as of the date such information was or shall be stated or certified and as of the date such information was delivered by the Seller or any applicable jurisdictionof its Affiliates, agents or representatives to the Purchasers, the Managing Agents or the Administrative Agent. (m) On the date hereof and on each Incremental Funding Date, the Subordinated Percentage shall equal or exceed 15.5%.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders Purchaser that, as of the Closing Date or as of such date specifically provided herein: (ia) The Seller is duly organized, validly existing and in good standing and has the all requisite corporate power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the power and authority to make, execute, deliver enter into and perform this Agreement and to consummate all of the transactions contemplated hereunder hereby. The Seller has duly and has taken all necessary action to authorize the executionvalidly authorized, delivery and performance of this Agreement which is part of its official records. When executed and delivered, delivered this Agreement. (b) This Agreement will constitute the Seller’s legal, constitutes a valid and binding obligations agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforcement of such terms enforceability may be limited by (1i) applicable bankruptcy, insolvency, reorganization, receivershipmoratorium, moratorium fraudulent conveyance or other similar laws relating to or affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2ii) general principles of equity principles (regardless of whether such enforcement enforceability is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities). (iiic) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any No consent, licenseapproval, approval qualification, order or authorization fromof, or registration or declaration filing with, any local, state or federal governmental authority, bureau or agency in connection with authority is required for the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement consummation by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) thathereby, if determined adverselyother than the permission of the Bermuda Monetary Authority for the sale of the Bermuda Securities to the Purchaser as detailed herein, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreementwhich permission has been obtained. (xd) The Seller did not transfer the Mortgage Loans has good and marketable title to the Depositor with Securities that it is transferring hereunder, free and clear of any intent liens, claims, encumbrances, charges or restrictions of any kind (collectively, “Liens”). Upon consummation of the transactions contemplated hereby, the Purchaser will have acquired good and marketable title in and to hinderthe Securities, delay or defraud free and clear of any of its creditorsLiens. (xie) The If and when the Seller acquired title to the Mortgage Loans in good faithsells, without notice of any adverse claims. (xii) The transfer, assignment and conveyance transfers or otherwise disposes of the Mortgage Notes and 12,015 shares of Series B Convertible Exchangeable Preferred Stock of the Mortgages Purchaser which are owned by the Seller Seller, a condition to such sale, transfer or disposition shall be that the Depositor are not subject to acquiror of such shares will immediately convert such shares into shares of Common Stock of the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdictionPurchaser.

Representations and Warranties of the Seller. The and the ---------------------------------------------------- Servicer. -------- Each of the Seller and the Servicer hereby represents and warrants to the Trustee on behalf of the Certificateholders that, as of the Closing Date or date hereof and as of such each date specifically provided hereinpurchase and reinvestment of or in a Receivable Interest as follows: (ia) The Seller Such party is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the jurisdiction of its organization, and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business business, and is in good standing standing, in each every jurisdiction in which where the character nature of the its business transacted by requires it or properties owned or leased by it requires such qualification and in which to be so qualified, except where the failure to be so qualify would have qualified does not give rise to the reasonable possibility of a material adverse effect on (a) its business, properties, assets or condition (financial or other), Material Adverse Effect. (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance by it of this Agreement the Program Documents to which it is part a party, (i) are within its corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) do not contravene (1) its certificate of incorporation, by-laws or other organizational documents, (2) any law, rule or regulation applicable to it, (3) any contractual restriction binding on or affecting or its properties or assets or (4) any order, writ, judgment, award, injunction or decree binding on or affecting it or its properties or assets, and (iv) do not result in or require the creation of any Adverse Claim with respect to any of its official recordsassets or properties. When This Agreement has been duly executed and delivereddelivered by it. (c) No authorization or approval or other action by, this Agreement will constitute and no notice to or filing with, any governmental authority or regulatory body is required for the Seller’s due execution, delivery and performance by it of the Program Documents to which it is a party, except for the filing UCC financing statement which are referred to herein. (d) Each of the Program Documents to which it is a party constitutes its legal, valid and binding obligations obligation enforceable against it in accordance with its their terms, except as enforcement of such terms enforceability may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium reorganization or other similar laws affecting the enforcement of creditors’ ' rights generally and the rights by general principles of creditors of federally insured financial institutions and by the availability of equitable remediesequity, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law. (e) The opening pro forma balance sheet of the Seller, copies of which have been furnished to the Agent, fairly present the financial condition of the Seller after giving effect to the initial transfer of Receivables under the First-Tier Agreement as the date thereof, all in accordance with GAAP consistently applied, and since such date there has been no material adverse change in the business, operations, property or financial or other condition of the Seller. (3f) public policy considerations underlying The balance sheets of each Originator and its consolidated subsidiaries as at December 31, 1998, and the securities lawsrelated statements of income and retained earnings of the Servicer and its consolidated subsidiaries for the fiscal year then ended, copies of which have been furnished to the Agent, fairly present the financial condition of each such Originator and its consolidated subsidiaries as at such date and the results of the operations of each such Originator and its consolidated subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied, and since December 31, 1998 there has been no material adverse change in the business, operations, property or financial condition of any Originator. (g) Except for the Schedule IV Claim and the claims and proceedings relating to or arising out of the subject matter of the Schedule IV Claim, there are no actions, suits or proceedings current or pending, or to its knowledge threatened before any court, governmental agency or arbitrator of any kind which may give rise to the reasonable possibility of a Material Adverse Effect. (h) No proceeds of any purchase or reinvestment will be used in a manner which contravenes or conflicts with Regulations T, U, or X promulgated by the Board of Governors of the Federal Reserve System. (i) Immediately prior to the sale or contribution of a Receivable to the Seller by an Originator pursuant to the First-Tier Agreement, such Originator is the legal and beneficial owner of such Receivable and the Related Security free and clear of any Adverse Claim. The First-Tier Agreement is effective to, and shall, transfer to the Seller (and the Seller shall acquire) from the Originators all right, title and interest of the Originators in each Receivable and in the Related Security (as defined in the First-Tier Agreement) and Collections with respect thereto on the initial sale date, with respect to Receivables outstanding on such date, and thereafter upon the creation and origination of each Receivable free and clear of any Adverse Claim. Each transfer or contribution of a Receivable and the Related Security (as defined in the First-Tier Agreement) and Collections with respect thereto by an Originator to the Seller pursuant to the First-Tier Agreement constitutes a True Sale. (j) Immediately prior to each transfer or reinvestment hereunder, the Seller is the legal and beneficial owner of each Pool Receivable and Related Security with respect thereto, free and clear of all Adverse Claims. This Agreement is effective to, and shall, upon each transfer and reinvestment hereunder, transfer and assign to the Investors and the Banks a valid and perfected first priority ownership interest to the extent of the Receivable Interest in the Pool Receivables, the Related Security and Collections with respect thereto. No effective financing statement or other instrument similar in effect covering any Pool Receivables, the Related Security, Collections or Contract with respect thereto is on file in any recording office, except those filed in favor of the Agent pursuant to this Agreement, and the Seller pursuant to the First-Tier Agreement. (k) Each Investor Report (including without limitation, each E-Mail Report), information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of the Seller, any Originator or the Servicer, to the extent that such policy considerations limit Agent, the enforceability of Investors or the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency Banks in connection with the execution, delivery, performance, validity any Program Documents is or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations will be accurate in all material respects as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties date or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof as of the Seller date so furnished, and no such document contains or will contain any untrue statement of a material fact or omits or will omit to state any a material fact necessary in order to make the certificatestatements contained therein (when considered as a whole), statement or report in the light of the circumstances under which they were made, not misleading. (vil) The transactions contemplated by this Agreement are in the ordinary course principal place of business and chief executive office (for purposes of the Seller’s businessUCC) of the Servicer and the Seller and the office where the Seller and the Servicer keep its records concerning the Pool Receivables are located at the address or addresses referred to in Section 5.01(b). (viim) The names and addresses of all the Deposit Banks, together with the account numbers of the Deposit Accounts or supplemental at such Deposit Banks, are as specified in Schedule I hereto, as such Schedule I may be updated from time to time pursuant to Section 5.01(h). (n) Each purchase of a Receivable Interest and each reinvestment of Collections in Pool Receivables will constitute (i) a "current transaction" within the meaning of Section 3(a)(3) of the Securities Act of 1933, as amended, and (ii) a purchase or other acquisition of notes, drafts, acceptances, open accounts receivable or other obligations representing part or all of the sales price of merchandise, insurance or services within the meaning of Section 3(c)(5) of the Investment Company Act of 1940, as amended. (o) Except as set forth on Schedule V hereto, it is not known by and does not use any trade name or doing-business-as name. (p) No transaction contemplated by the Program Documents requires compliance with any bulk sales act or similar law. (q) Each Receivable included in the Net Receivables Pool Balance as an Eligible Receivable on the date of any purchase, reinvestment or computation of Net Receivables Pool Balance is an Eligible Receivable. (r) The Servicer represents that no license or approval is required for the Agent's use of any program used by the Servicer in the servicing of Pool Receivables, other than those which have been obtained and are in full force and effect. (s) The Seller is not, and is not insolventcontrolled by, nor an "investment company" registered or required to be registered under the Investment Company Act of 1940, as amended. (t) FMC has (i) initiated a review and assessment of all areas within its business and operations (including those affected by suppliers and vendors) that could be adversely affected by the Year 2000 Problem; (ii) developed a plan and time line for addressing the Year 2000 Problem on a timely basis, and (iii) implemented such plan in accordance with such timetable. FMC is exercising commercially reasonable efforts to enable the computer hardware and software within the critical business systems of FMC to perform properly date-sensitive functions for all dates before and after January 1, 2000. FMC has no reason to believe that such critical business systems will not function on any given date or that the ability of FMC to perform its obligations under the Program Documents will be impaired. (u) Prior to the occurrence of a Special Event, all Obligors and only Obligors of Pool Receivables and Foreign Receivables have been instructed or, upon the creation of Receivables owed by them, will be instructed to make payments only to FMC Deposit Accounts and Lock-Boxes and such instructions have not been modified or revoked by the Seller be made insolvent by or the transfer Servicer and such instructions that have been given are in full force and effect. (i) The fair value of the Mortgage Loans to the Depositor, nor is property of the Seller aware is greater than the total amount of any pending insolvency liabilities, including contingent liabilities, of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any present fair salable value of the transactions contemplated by this Agreement or assets of the Seller is not less than the amount that will be required to pay all probable liabilities of the Seller on its debts as they become absolute and matured, (iii) thatthe Seller has not, if determined adverselydoes not intend to, would prohibit and does not believe that it will, incur debts or materially and adversely affect liabilities beyond the Seller’s ability 's abilities to perform pay such debts and liabilities as they mature and (iv) the Seller is not engaged in a business or a transaction, and is not about to engage in a business or a transaction, for which the Seller's property would constitute unreasonably small capital. (w) With respect to each Pool Receivable, the Seller (i) shall have received such Pool Receivable as a contribution to the capital of the Seller by an Originator or (ii) shall have purchased such Pool Receivable from an Originator in exchange for payment (made by the Seller to such Originator in accordance with the provisions of the First-Tier Purchase Agreement) of cash, in an amount which constitutes fair consideration and reasonably equivalent value. Each such sale referred to in clause (ii) of the preceding sentence shall not have been made for or on account of an antecedent debt owed by an Originator to the Seller and no such sale is or may be voidable or subject to avoidance under any section of its respective obligations under, or the validity or enforceability of, this AgreementFederal Bankruptcy Code. (x) The Seller was incorporated on October __, 1999 and the Seller did not transfer the Mortgage Loans engage in any business activity prior to the Depositor with any intent to hinder, delay or defraud any of its creditorsdate hereof. The Seller has no subsidiaries. (xiy) The Seller acquired title Except to the Mortgage Loans in good faith, without notice extent that an Originator has delivered to the Agent a direction letter addressed to the warehouseman of any adverse claims. (xii) The transferoff-site facility, assignment such Originator does not maintain books and conveyance of the Mortgage Notes and the Mortgages by the Seller records relating to the Depositor are not subject to the bulk transfer laws Pool Receivables at off-site data processing or any similar statutory provisions in effect in any applicable jurisdictionstorage facilities.

Representations and Warranties of the Seller. (i) The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders that, as of the Closing Date or as of such date specifically provided herein: (iii) The Seller is duly organized, validly existing and in good standing and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (iiiii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iiiiv) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (ivv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-by laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (vvi) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller 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. (vivii) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (viiviii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viiiix) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ixx) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (xxi) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xixii) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xiixiii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trust and the Trustee on behalf of the Certificateholders that, that as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s 's legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s 's business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s 's financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s 's knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s 's ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trust and the Trustee on behalf of the Certificateholders that, as of the Closing Date or as of such date specifically provided herein: (i) The the Seller is duly organized, validly existing and in good standing as a [ ] under the laws of the State of [ ] and has is and will remain in compliance with the power and authority to own its assets and to transact the business laws of each state in which it any Mortgaged Property is currently engaged. The Seller is duly qualified located to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure extent necessary to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of fulfill its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans.hereunder; (ii) The the Seller has the power and authority to makehold each Mortgage Loan, to sell each Mortgage Loan, to execute, deliver and perform this Agreement perform, and to consummate enter into and consummate, all of the transactions contemplated hereunder and by this Agreement. The Seller has taken all necessary action to authorize duly authorized the execution, delivery and performance of this Agreement which is part of its official records. When Agreement, has duly executed and delivered, delivered this Agreement will constitute and this Agreement, assuming due authorization, execution and delivery by the Seller’s other parties hereto, constitutes a legal, valid and binding obligations obligation of the Seller, enforceable against it in accordance with its terms, terms except as enforcement of such terms the enforceability thereof may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium insolvency or reorganization or other similar laws affecting the enforcement of creditors’ rights generally and in relation to the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities.generally; (iii) The Seller holds all necessary licenses, certificates the execution and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller and the performance of and compliance with the terms of this Agreement will not conflict with violate the Seller’s articles of incorporation or by-laws or constitute a default under or result in a material breach or acceleration of, any material contract, agreement or constitute other instrument to which the Seller is a default under, any provision of any existing law party or regulation or any order or decree of any court which may be applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound.assets; (viv) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, court or any order or regulation of any federal, state, municipal or governmental agency having jurisdictionjurisdiction over the Seller or its assets, which violation might have consequences that would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, the operation of the Seller or its assets or might have consequences that would materially and adversely affect the performance of any of its obligations and duties hereunder.; (ixv) There are no actions the Seller does not believe, nor does it have any reason or proceedings against cause to believe, that it cannot perform each and every covenant contained in this Agreement; (vi) the SellerSeller has good, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, marketable and indefeasible title to the Seller’s knowledgeMortgage Loans, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation free and clear of any and all liens, pledges, charges or security interests of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer nature encumbering the Mortgage Loans and upon the payment of the purchase price under the Mortgage Loan Purchase Agreement by the Depositor, the Depositor will have good and marketable title to the Depositor Mortgage Notes and Mortgage Loans, free and clear of all liens or encumbrances; (vii) the Mortgage Loans are not being transferred by the Seller with any intent to hinder, delay or defraud any creditors of its creditors.the Seller; (xiviii) The there are no actions or proceedings against, or investigations known to it of, the Seller acquired title before any court, administrative or other tribunal (A) that might prohibit its entering into this Agreement, (B) seeking to prevent the sale of the Mortgage Loans in good faithor the consummation of the transactions contemplated by this Agreement or (C) that might prohibit or materially and adversely affect the performance by the Seller of its obligations under, without notice or validity or enforceability of, this Agreement; (ix) no consent, approval, authorization or order of any adverse claims.court or governmental agency or body is required for the execution, delivery and performance by the Seller of, or compliance by the Seller with, this Agreement or the consummation of the transactions contemplated by this Agreement, except for such consents, approvals, authorizations or orders, if any, that have been obtained; and (xiix) The the consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Seller, and the transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller pursuant to the Depositor Mortgage Loan Purchase Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdictionprovisions.

Representations and Warranties of the Seller. The Seller hereby represents 8.1 As of the Execution Date and warrants the Closing Date, and immediately prior to the Trustee on behalf Handover of the Certificateholders Target Assets, the Seller makes the following representations and warranties to the Purchaser that, as of subject to the Closing Date or as of such date specifically provided hereindisclosure otherwise made hereunder: (i1) The Seller it is duly organizeda company limited by shares with full civil capacity in accordance with PRC law, validly existing and in good standing and has the with right, power and authority legal capacity to own its assets enter into this Agreement and to transact perform all the business in which it is currently engaged. The Seller is duly qualified to do business obligations and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations responsibilities under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) . The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery execution and performance of this Agreement by the Seller will not conflict with or result in a breach ofwith, or constitute a default underviolate: i. the provisions of its internal constitutional documents and other relevant documents, any provision of any existing law or regulation or any order applicable laws, regulations or decree of rules; ii. orders, judgment and decrees issued by any court applicable court, government authorities and regulatory authorities prior to the Seller or execution of this Agreement; iii. any necessary procedures required by applicable laws and/or binding agreements and documents prior to the Closing Date, except those not having a Material Adverse Effect on the Purchaser’s operation of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be boundTarget Assets. (v2) No certificate it has obtained the necessary license, authorizations and approvals for the execution and performance of an officerthis Agreement in accordance with the current laws and regulations, written statement or written report delivered pursuant and will take all practicable measures to obtain such licenses, authorizations and approvals essential for the terms hereof performance of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report Agreement but not misleadingyet obtained. (vi3) The transactions contemplated by this Agreement are all the representations and warranties set forth in the ordinary course of the Seller’s businessAppendix 5. (vii4) The Seller is not insolvent, nor will the Seller be made insolvent by will complete the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not Closing and Handover as soon as possible in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance accordance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties conditions hereunder. (ix5) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, if certain unforeseeable condition occurs to the Seller’s knowledgeSeller after the Execution Date but prior to the Closing Date, are there which will cause any investigations (i) thataspect of any representations, if determined adverselywarranties and covenants that is material to the financial or operational condition of the Target Assets to become untrue, would prohibit inaccurate or misleading, the Seller from entering into this Agreement, (ii) seeking shall give a written notice to prevent the consummation of any Purchaser within 15 Days after it becomes aware of the transactions contemplated above-mentioned changes. (6) prior to the completion of the Handover, except for the internal reorganization to be made by the Seller pursuant to Article 6.4 of this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect within the Seller’s ability to perform any scope of its respective obligations underTarget Assets, or the validity or enforceability ofnormal provision of depreciation and amortization, this Agreement. (x) The depletion, abandonment, recovery of accounts receivable, settlement of due liabilities, Transferring Construction in Progress into Fixed Assets and other ordinary disposal situations in the process of production and operation, the Seller did undertakes that it will not transfer make decisions to implement the Mortgage Loans following conducts: making material adjustment to the Depositor with any intent Target Assets, setting up external guarantees on Target Assets, making material business change in relation to hinderTarget Assets or adjusting principal business, delay or defraud any of its creditors. (xi) The Seller acquired title making material adjustment to accounting principles related to the Mortgage Loans in good faith, without notice of any adverse claims. Target Assets (xiiexcept as required by laws and regulations) The transfer, assignment and conveyance other conducts that will cause Material Adverse Change to the ordinary operation of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdictionTarget Assets.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders Purchaser that, : (a) as of the Closing Date or date hereof and as of such date specifically provided herein: (i) The each Share Sale Date, the Seller is duly organized, incorporated and is validly existing and in good standing as a corporation under the laws of the State of Delaware and has the full corporate power and authority to own conduct its assets and to transact the business in which it is as currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), conducted; (b) the performance of its obligations under this Agreement, or (c) the value or marketability as of the Mortgage Loans. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivereddate hereof, this Agreement will constitute has been duly authorized, executed and delivered by the Seller’s legalSeller and, assuming due authorization, execution and delivery thereof by the Purchaser, constitutes a valid and legally binding obligations obligation of the Seller enforceable against the Seller in accordance with its terms, except (A) as the enforcement of such terms thereof may be limited by (1) bankruptcy, insolvencyinsolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and the rights except as enforcement thereof is subject to general principles of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or and (3B) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of rights to indemnification and contribution thereunder may be limited by federal or state securities laws; (c) as of the date hereof, the sale of shares of Stock by the Purchaser and the compliance by the Seller with all the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licensesas of the date hereof will not, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filedand, as the case may beof each Share Sale Date, prior to the Closing Date. (iv) The executionsuch sale and compliance does not, delivery and performance of this Agreement by the Seller will not conflict with breach or result in a breach ofdefault under any indenture, mortgage, deed of trust, loan agreement or constitute a default under, any provision of any existing law other agreement or regulation or any order or decree of any court applicable instrument to which the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it subsidiaries is a party or by which it may be bound. (v) No certificate the Seller or any of an officer, written statement its subsidiaries is bound or written report delivered pursuant to which any of the terms hereof property or assets of the Seller contains or any of its subsidiaries is subject, nor, as of the date hereof, will, and, as of each Share Sale Date, does, such action violate the Certificate of Incorporation or Bylaws of the Seller or any statute or any rule or regulation that has been issued pursuant to any statute or any order known to the Seller issued by any court or governmental agency or body or court having jurisdiction over the Seller or any of its subsidiaries or any of their properties; (d) as of each Share Sale Date, the shares of Stock are included in the securities that are the subject of the Registration Statement; and, as of each Share Sale Date following the date the Registration Statement has been declared effective by the Commission, no stop order suspending the effectiveness of the Registration Statement has been issued and, to the Seller's knowledge, as of each Share Sale Date, no such proceeding is pending or threatened by the Commission; (e) the Registration Statement, when effective, and the Prospectus, and any further amendments or supplements thereto, will, and, as of each Share Sale Date, such Registration Statement, Prospectus and amendments or supplements do, comply as to form in all material respects with the requirements of the Securities Act and the rules and regulations of the Commission thereunder (the "Rules and Regulations"); and, as of each Share Sale Date, the documents incorporated by reference in the Prospectus, when they are filed with the Commission, will comply as to form in all material respects with the requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the Commission thereunder; (f) as of each Share Sale Date, there are no contracts or other documents that are required to be described in the Prospectus or filed as exhibits to the Registration Statement by the Securities Act or by the Rules and Regulations which will not have been described or filed as exhibits to the Registration Statement or incorporated therein by reference as permitted by the Rules and Regulations; and (g) as of each Share Sale Date, the Registration Statement and the Prospectus will not contain any untrue statement of a material fact or omits omit to state any a material fact required to be stated therein or necessary in order to make the certificatestatements therein, statement or report in light of the circumstances under which they were made, not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller -------------------------------------------- hereby represents makes the following representations and warrants warranties to the Trustee on behalf of Purchasers and the Certificateholders thatAdministrative Agent, as of the Closing Date or and as of each Incremental Funding Date, and the Purchasers and the Administrative Agent shall be deemed to have relied on such date specifically provided herein:representations and warranties in purchasing the Series 2000-VFC Certificates on the Closing Date and in making (or committing to make) each Incremental Funding on each Incremental Funding Date. (ia) The Seller is duly organized, validly existing repeats and in good standing reaffirms to the Purchasers and has the power Administrative Agent the representations and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character warranties of the business transacted by it or properties owned or leased by it requires Seller set forth in Sections 2.04 and 2.05 of the Pooling and Servicing Agreement and represents and warrants that such qualification representations and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), warranties are true and correct. (b) the performance of its obligations under this Agreement, or (c) the value or marketability Each of the Mortgage Loans. (ii) The Seller Series Documents has been duly authorized, executed and delivered by the power Seller, and authority to make, execute, deliver is the valid and perform this Agreement and to consummate all legally binding obligation of the transactions contemplated hereunder and has taken all necessary action to authorize Seller, enforceable against the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable Seller in accordance with its terms, except as that the enforcement of such terms thereof may be limited by subject to (1i) bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws affecting the enforcement of now or hereafter in effect relating to creditors’ ' rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2ii) general principles of equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying and the securities laws, to the extent that such policy considerations limit the enforceability discretion of the provisions of this Agreement court before which purport to provide indemnification from securities laws liabilitiesany proceeding therefor may be brought. (iiic) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall Series 2000-VFC Certificates have been obtained or filedduly and validly authorized, as the case may beand, prior to the Closing Date. (iv) The execution, delivery when executed and performance of this Agreement by the Seller will not conflict with or result authenticated in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance accordance with the terms of the Pooling and Servicing Agreement and the Series Supplement, and delivered to and paid for in accordance with this Certificate Purchase Agreement, will be duly and validly issued and outstanding and will be entitled to the benefits of the Pooling and Servicing Agreement will not constitute a violation with respect toand the Series Supplement, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) general principles of equity and the discretion of the court before which any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunderproceeding therefor may be brought. (ixd) There are is no actions or proceedings against the Seller, or pending or, to its the Seller's knowledge, threatenedthreatened action, suit or proceeding by or against the Seller before any court, administrative agency Governmental Authority or other tribunal; nor, to the Seller’s knowledge, are there any investigations arbitrator (i) thatasserting the invalidity of this Certificate Purchase Agreement, if determined adversely, would prohibit any other Series Document or the Seller from entering into this AgreementSeries 2000-VFC, (ii) seeking to prevent the issuance of the Series 2000-VFC or the consummation of any of the transactions contemplated by this Certificate Purchase Agreement or any other Series Document, (iii) that, if determined adversely, would prohibit or that might materially and adversely affect the Seller’s ability to perform any performance by Seller of its respective obligations under, or the validity or enforceability of, this Certificate Purchase Agreement, any other Series Document or the Series 2000-VFC or (iv) that if determined adversely as to Seller would have a Material Adverse Effect. (xe) The Seller did (i) is not transfer in violation of its Certificate of Incorporation or By-Laws and (ii) is not in breach or violation of any of the Mortgage Loans terms or provisions of, or with the giving of notice or lapse of time, or both, would be in default under, any contract, indenture, mortgage, deed of trust, loan agreement, note, lease, partnership agreement, or other agreement or instrument to which the Depositor with any intent Seller is a party or by which it may be bound or to hinder, delay or defraud which any of its creditorsproperties or assets may be subject, except for such violations or defaults that would not have a Material Adverse Effect. (xif) The Seller acquired title Any taxes, fees and other charges of Governmental Authorities applicable to the Mortgage Loans Seller in good faithconnection with the execution, without notice delivery and performance by the Seller of the Series Documents or otherwise applicable to the Seller in connection with the Master Trust have been paid or will be paid by the Seller at or prior to the Closing Date or Incremental Funding Date, as applicable, to the extent then due, except for any adverse claimssuch failures to pay which, individually and in the aggregate, would not have a Material Adverse Effect. (xiig) The transfer, assignment Master Trust has been duly created and conveyance is validly existing under the laws of the Mortgage Notes State of Illinois. The Seller has authorized the Master Trust to issue and sell the Mortgages Series 2000-VFC Certificates. (h) On the date hereof and on each Incremental Funding Date, the Seller is not insolvent or the subject of any voluntary or involuntary bankruptcy proceeding. (i) No proceeds of a purchase hereunder will be used by the Seller (i) for a purpose that violates or would be inconsistent with Regulations T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time or (ii) to acquire any security in any transaction in violation of Section 13 or 14 of the Securities Exchange Act of 1934, as amended. (j) Assuming the accuracy of the representations and warranties of the Purchaser in Article VI of this Certificate Purchase Agreement, the sale of the ---------- Series 2000-VFC Certificates pursuant to the Depositor are terms of this Certificate Purchase Agreement, the Pooling and Servicing Agreement and the Series Supplement will not subject require registration of the Series 2000-VFC Certificates under the Act. (k) Neither the Master Trust nor the Seller is an "investment company" or is controlled by an "investment company" within the meaning of the Investment Company Act of 1940, as amended. (l) No written information furnished or to be furnished by the Seller or any of its Affiliates, agents or representatives to the bulk transfer laws Purchasers or the Administrative Agent for purposes of or in connection with this Certificate Purchase Agreement, including, without limitation, any reports delivered pursuant to Section 7A.01 and any information relating to the Dealer Notes and NFC's dealer financing business, is or shall be inaccurate in any material respect, or contains or shall contain any material misstatement of fact, or omits or shall omit to state a material fact or any similar statutory provisions fact necessary to make the statements contained therein not misleading, in effect in each case as of the date such information was or shall be stated or certified and as of the date such information was delivered by the Seller or any applicable jurisdictionof its Affiliates, agents or representatives to the Purchasers or the Administrative Agent.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trust, the Certificate Administrator and the Trustee on behalf of the Certificateholders that, that as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing as a limited liability company under the laws of the State of Delaware and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans, or (d) its ability to foreclose on the related Mortgaged Properties. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official recordsAgreement. When executed and delivered, this Agreement will constitute the Seller’s 's legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-lawsLimited Liability Company Agreement, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of by the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s 's business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Sellerinsolvency. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller it 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 or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial 's condition (financial or otherwise) or operationsoperations or any of the Seller's properties, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Selleragainst, or investigations of, the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations tribunal (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform 's performance of any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trust and the Trustee on behalf of the Certificateholders that, as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s 's legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ ' rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s 's business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s 's financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s 's knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s 's ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders that, T&D that as of the Closing Date or as of such date specifically provided hereinEffective Date: (ia) The Seller is a ___________, duly organized, validly existing and in good standing under the laws of the State of ______________and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires all jurisdictions where such qualification and in which the failure is required or where such qualification is necessary for it to so qualify would have a material adverse effect on (a) perform its business, properties, assets or condition (financial or other), obligations hereunder. (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the full power and authority to makecarry on its business as now being conducted, execute, deliver and perform to enter into this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the perform its obligations hereunder. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate or other organizational action and do not and will not contravene its organizational documents or conflict with, result in a breach of, or entitle Seller (with due notice or lapse of time or both) to terminate, accelerate or declare a default under, any agreement or instrument to which it is part a party or by which it is bound. The execution, delivery and performance of its official records. When executed and delivered, this Agreement by Seller will constitute not result in any violation by it of any law, any order of any court or other agency of government, rule or regulation applicable to it. Seller is not a party to, nor subject to or bound by, any judgment, injunction or decree of any court or other governmental entity which may restrict or interfere with the Seller’s performance of this Agreement by it. (c) This Agreement is the legal, valid and binding obligations obligation of Seller, enforceable against it in accordance with its terms, except as such enforcement of such terms may be limited by (1) subject to bankruptcy, insolvency, reorganization, receivershipfraudulent conveyance, avoidance, preferential transfer, moratorium or other similar laws affecting the enforcement of now or hereafter in effect relating to creditors’ ' rights generally and the rights by general principles of creditors of federally insured financial institutions and by equity that may limit the availability of equitable remedies, (2) general equity principles remedies and contractual obligations generally (regardless of whether such enforcement the issue of enforceability is considered in a proceeding in equity or at law) or (3) public policy considerations underlying ), and the securities laws, remedy of specific performance and injunctive relief may be subject to the extent that such policy considerations limit the enforceability discretion of the provisions of this Agreement court before which purport to provide indemnification from securities laws liabilitiesany proceeding therefore may be brought. (iiid) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any No consent, licensewaiver, approval order, approval, authorization or authorization fromorder of, or registration registration, qualification or declaration filing with, any court or other governmental authority, bureau agency or agency in connection with authority is required for the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the Seller transactions contemplated hereby, except such consents which will be or have been obtained, and as to such consents the same are final, are in full force and effect, and are not conflict with subject to any appeal or result in a breach of, further judicial or constitute a default under, any provision administrative proceedings. No consent or waiver of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant party to any mortgage, indenture, contract or other agreement to which it Seller is a party or by which it may be boundSeller is bound is required for the execution, delivery and performance by Seller of this Agreement. (ve) No certificate There is no action, suit, grievance, arbitration or proceeding (other than proceedings of an officer, written statement or written report delivered pursuant general applicability to the terms hereof of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificateelectrical generation, statement or report not misleading. (vi) The transactions contemplated by this Agreement are transmission and distribution industry and proceedings in the ordinary course of the Seller’s business. (viibusiness to obtain authorizations, approvals and permits) The Seller is not insolventpending or, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositorknowledge of Seller, nor is the threatened against or affecting Seller aware of any pending insolvency of the Seller. (viii) The Seller is not at law or in violation ofequity, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of before any federal, state, municipal or other governmental court, department, commission, board, arbitrator, bureau, agency having jurisdiction, or instrumentality which violation would materially and adversely affect the prohibits or impairs Seller’s financial condition (financial ability to execute and deliver this Agreement or otherwise) or operations, or materially and adversely affect the performance of to consummate any of its duties hereunderthe transactions contemplated hereby. (ixf) There are no actions bankruptcy or insolvency proceedings against the pending or being contemplated by Seller, or pending or, to its knowledge, threatened, before any court, administrative agency threatened against Seller. (g) No Event of Default with respect to Seller has occurred and is continuing and no such event or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, circumstance would prohibit the occur as a result of Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of performing its respective obligations under, or the validity or enforceability of, under this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents 7.1 As of the Execution Date and warrants the Closing Date, and immediately prior to the Trustee on behalf handover of the Certificateholders Target Assets, the Seller makes the following representations and warranties to the Purchaser that, as of subject to the Closing Date or as of such date specifically provided hereindisclosure otherwise made hereunder: (i1) The Seller it is duly organizeda company limited by shares with full civil capacity in accordance with PRC law, validly existing and in good standing and has the with right, power and authority legal capacity to own its assets enter into this Agreement and to transact perform all the business in which it is currently engaged. The Seller is duly qualified to do business obligations and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations responsibilities under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) . The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery execution and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach ofwith, or constitute a default underviolate: i. the provisions of its internal constitutional documents and other relevant documents, any provision of any existing law or regulation or any order applicable laws, regulations or decree of rules; ii. orders, judgments and decrees issued by any court applicable court, governmental authorities and regulatory authorities prior to the Seller or execution of this Agreement; iii. any necessary procedures required by applicable laws and/or binding agreements and documents, except for those not having a Material Adverse Effect on the Purchaser’s operation of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be boundTarget Assets. (v2) No certificate it has obtained the necessary licenses, authorizations and approvals for the execution and performance of an officerthis Agreement in accordance with the current laws and regulations, written statement or written report delivered pursuant and will take all practicable measures to obtain such licenses, authorizations and approvals essential for the terms hereof performance of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report Agreement but not misleadingyet obtained. (vi3) The transactions contemplated by this Agreement are all the representations and warranties set forth in the ordinary course of the Seller’s businessAppendix 5. (vii4) The Seller is not insolvent, nor will the Seller be made insolvent by will complete the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not Closing and handover as soon as possible in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance accordance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties conditions hereunder. (ix5) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, if certain unforeseeable condition occurs to the Seller’s knowledgeSeller after the Execution Date but prior to the Closing Date, are there which will cause any investigations (i) thataspect of any representations, if determined adverselywarranties and covenants that is material to the financial or operational condition of the Target Assets to become untrue, would prohibit inaccurate or misleading, the Seller from entering into this Agreement, (ii) seeking shall give a written notice to prevent the consummation of any Purchaser within 15 Days after it becomes aware of the transactions contemplated above-mentioned changes. (6) prior to the completion of the Handover, except for the internal reorganization made by the Seller pursuant to Article 6.4 of this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect within the Seller’s ability to perform any scope of its respective obligations underTarget Assets, or the validity or enforceability ofnormal provision of depreciation and amortization, this Agreement. (x) The depletion, abandonment, recovery of accounts receivable, settlement of due liabilities, Transferring Construction in Progress into Fixed Assets and other ordinary disposal situations in the process of production and operation, the Seller did undertakes that it will not transfer make decisions to implement the Mortgage Loans following conducts: making material adjustment to the Depositor with any intent Target Assets, setting up external guarantees on Target Assets, make material business change in relation to hinderTarget Assets or adjust principal business, delay or defraud any of its creditors. (xi) The Seller acquired title making material adjustment to accounting principles related to the Mortgage Loans in good faith, without notice of any adverse claims. Target Assets (xiiexcept as required by laws and regulations) The transfer, assignment and conveyance other conducts that will cause Material Adverse Change to the ordinary operation of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdictionTarget Assets.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders that, as of the Closing Date or as of such date specifically provided hereinfollows: (ia) The Seller is duly organized, an exempted company incorporated with limited liability validly existing and in good standing under the laws of the Cayman Islands, and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business business, and is in good standing standing, in each every jurisdiction in which where the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance nature of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loansbusiness requires it to be so qualified. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (ivb) The execution, delivery and performance by the Seller of this Agreement and the other documents to be delivered by it hereunder, including the Seller will Seller's sale of Receivables and Participation Interests hereunder and the Seller's use of the proceeds of Purchases, (i) are within the Seller's corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) do not conflict with or result in a breach ofcontravene (1) the Seller's Memorandum and Articles of Association, or constitute a default under(2) any law, any provision of any existing law rule or regulation or any order or decree of any court applicable to the Seller, (3) any contractual restriction binding on or affecting the Seller or its property or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Seller or its property, and (iv) do not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties (except for the interest created pursuant to this Agreement). This Agreement has been duly executed and delivered by the Seller. (c) No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Seller of this Agreement or any provision other document to be delivered by it hereunder, except for the filing of its articles UCC financing statements referred to herein. (d) Each of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement Transaction Documents to which it is a party constitutes the legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or by which it may be boundother similar laws affecting the rights of creditors generally and general equitable principles (whether considered in a proceeding at law or in equity). (ve) No certificate of an officer, written statement or written report delivered Purchases made pursuant to the terms hereof this Agreement will constitute a valid sale, transfer, and assignment of the Seller contains any untrue statement of a material fact Purchased Assets to, or omits to state any material fact necessary to make the certificate, statement or report not misleading. (vi) The transactions contemplated by this Agreement are in the ordinary course contributions of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans Purchased Assets to the Depositorcapital of, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation Purchaser, enforceable against creditors of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect topurchasers from, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) . The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect shall have no remaining property interest in any applicable jurisdictionPurchased Asset.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Guarantor, the Trust and the Trustee on behalf of the Certificateholders that, that as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing as a limited liability company under the laws of the State of Delaware and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans, or (d) its ability to foreclose on the related Mortgaged Properties. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official recordsAgreement. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently presently conducted, except for such licenses, certificates and permits the absence of which, individually or in the aggregate, would not have a material adverse effect on the ability of the Seller to conduct its business. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-lawsLimited Liability Company Agreement, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of by the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Sellerinsolvency. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller it 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 or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operationsoperations or any of the Seller’s properties, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Selleragainst, or investigations of, the Seller pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations tribunal (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform performance of any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents 7.1 As of the Execution Date and warrants the Closing Date, and immediately prior to the Trustee on behalf Handover of the Certificateholders Target Assets, the Seller makes the following representations and warranties to the Purchaser that, as of subject to the Closing Date or as of such date specifically provided hereindisclosure otherwise made hereunder: (i1) The Seller it is duly organizeda company with limited liability with full civil capacity in accordance with Hong Kong law, validly existing and in good standing and has the with rights, power and authority legal capacity to own its assets enter into this Agreement and to transact perform all the business in which it is currently engaged. The Seller is duly qualified to do business obligations and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations responsibilities under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) . The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery execution and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach ofwith, or constitute a default underviolate: i. the provisions of its internal constitutional documents and other relevant documents, any provision of any existing law or regulation or any order applicable laws, regulations or decree of rules; ii. orders, judgments and decrees issued by any court applicable court, governmental authorities and regulatory authorities prior to the Seller or execution of this Agreement; iii. any necessary procedures required by applicable laws and/or binding agreements and documents, except for those not having a Material Adverse Effect on the Purchaser’s operation of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be boundTarget Assets. (v2) No certificate it has obtained the necessary licenses, authorizations and approvals for the execution and performance of an officerthis Agreement in accordance with the current laws and regulations, written statement or written report delivered pursuant and will take all practicable measures to obtain such licenses, authorizations and approvals essential for the terms hereof performance of the Seller contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report Agreement but not misleadingyet obtained. (vi3) The transactions contemplated by this Agreement are all the representations and warranties set forth in the ordinary course of the Seller’s businessAppendix 3. (vii4) The Seller is not insolvent, nor will the Seller be made insolvent by will complete the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not Closing and Handover as soon as possible in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance accordance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties conditions hereunder. (ix5) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, if certain unforeseeable condition occurs to the Seller’s knowledgeSeller after the Execution Date but prior to the Closing Date, are there which will cause any investigations (i) thataspects of any representations, if determined adverselywarranties and covenants that is material to the financial or operational condition of the Target Assets to become untrue, would prohibit inaccurate or misleading, the Seller from entering into shall give a written notice to the Purchaser within 15 Days after it becomes aware of the above-mentioned changes. (6) prior to the completion of the Handover, except for the internal reorganisation in relation to certain assets, Liabilities and personnel outside the scope of Target Assets to be made by the Seller pursuant to Article 6.4 of this Agreement, or the normal provision of depreciation and amortization, depletion, recovery of accounts receivable, settlement of due liabilities, Transferring Construction in Progress into Fixed Assets and other ordinary disposal situations in the process of production and operation, the Seller undertakes that it will not make decisions to implement the following conducts: making material adjustment to the Target Assets, setting up external guarantees on Target Assets, make material business change in relation to Target Assets or adjust principal business, making material adjustment to accounting principles related to the Target Assets (iiexcept as required by laws and regulations) seeking and other conducts that will cause Material Adverse Change to prevent the consummation of any ordinary operation of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this AgreementTarget Assets. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders that, Xxxxxx Mac as of the Closing Date or as of such date specifically provided hereinfollows: (ia) The Seller It is a federally chartered instrumentality of the United States duly organized, validly existing and in good standing under the laws governing its creation and has the existence and with corporate power and authority to own conduct its assets and to transact the business in which as it is currently engaged. The being conducted; the Seller holds all licenses, certificates and permits necessary for the conduct of its business as it is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), currently being conducted. (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller It has the requisite power and authority to make, execute, execute and deliver and perform this Agreement and the Loan Sale Supplement, to consummate transfer, assign and deliver all the Qualified Loans to Xxxxxx Mac and to take all other actions and execute and deliver all other documents which are requisite or pertinent to the transactions described in this Agreement and the Loan Sale Supplement. The persons signing such documents and taking such actions on behalf of the transactions contemplated hereunder Seller have been duly authorized to do so and has taken all necessary action to authorize such documents and actions are valid, legally binding and enforceable against the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable Seller in accordance with its their respective terms, except as enforcement of such terms may be limited by (1) subject to applicable bankruptcy, insolvency, reorganization, receivership, moratorium or similar and other laws affecting the enforcement of creditors’ ' rights generally and or the rights of creditors of federally insured financial institutions an institution of the Farm Credit System and by the availability general principles of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). (c) No action, suit or (3) public policy considerations underlying the securities lawsproceeding is pending or, to the extent best of its knowledge, threatened against it that such policy considerations limit would prohibit its entering into this Agreement or performing its obligations under this Agreement and the enforceability Loan Sale Supplement. (d) The Seller hereby represents and warrants to Xxxxxx Mac that as of each Closing Date (or, if otherwise specified below, as of the date so specified) with respect to the Qualified Loans: The information set forth in the Schedule of Qualified Loans is true and correct. Each Mortgage File contains the documents required by Section 2.2(b) of this Agreement. Each Qualified Loan conforms in all material respects to the provisions of this Agreement which purport to provide indemnification from securities laws liabilitiesthe Securities Guide, including, but not by way of limitation, the following: (A) Each Qualified Loan was originated by an "Originator" as that term is defined in the Securities Guide. (iiiB) The Borrowers under each Qualified Loan are "Eligible Borrowers" as that term is defined in the Securities Guide. (C) Except as otherwise identified in writing by the Seller, none of the Borrowers under any Qualified Loan are "Related Borrowers" as that term is defined in the Securities Guide with respect to any Borrowers under any other Qualified Loan sold by the Seller holds all necessary licensespursuant to this Agreement. (D) Each Qualified Loan is a "Qualified Loan" as that term is defined in the Securities Guide. The Qualified Loan: (A) is principally secured by real property (i.e., certificates and permits from all governmental authorities necessary for conducting its business had a loan-to-value ratio at origination not in excess of 125% and, as it is currently conducted. It of the Cut-Off Date, the Loan-to-Value Ratio is not required in excess of 70%); and (B) is not secured by any collateral having material value other than the Mortgage and any Additional Collateral Documents that evidence rights or interests in the Mortgaged Property. (A) Any security agreement, chattel mortgage or equivalent document that is related to obtain the consent Mortgage has been delivered to Xxxxxx Mac or its designee and is a valid and subsisting lien on the property described in such document. (B) The related Mortgage is a valid first lien on the fee title to the related Mortgaged Property. The Mortgaged Property is free and clear of all mechanics' liens, materialmen's liens or similar types of liens. There are no rights outstanding that could result in any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency of such liens being imposed on the Mortgaged Property. (C) Appropriate UCC filing statements on fixtures and personal property have been filed and a UCC search has been conducted indicating a security interest in such fixtures and personal property. In connection with the executionorigination of the Qualified Loan, deliverya lender's title insurance policy was issued by a title insurance company acceptable to Xxxxxx Mac, performanceor, validity if such policy is unavailable, an opinion of counsel was delivered by an attorney or enforceability firm of attorneys rated at least "BV" by Xxxxxxxxxx-Xxxxxxx (or approved by Xxxxxx Mac if no such rating is available). The title insurance insures (or the title opinion assures) that a lien of the priority described in clause (v)(B) of this Agreementsubsection secures the Mortgage Note, and that the property is not subject to encumbrances except those taken into account in the appraisal which established the Appraised Value or which are customarily acceptable to lenders in the area and do not materially impair the value of the property. Each of the Mortgage Note and Mortgage (including any amendments or modifications to either such document) and each additional security document that evidences rights or interests in the Mortgaged Property has been properly signed, and is the legal, valid and binding obligation of the Borrower, enforceable by Xxxxxx Mac and its successors and assigns in accordance with its terms. The Mortgage contains customary and enforceable provisions that permit the holder of the Mortgage to obtain marketable title to the Mortgaged Property upon the Borrower's default under the Mortgage Loan. There is no exemption available to the Borrower that would interfere with the right to sell the Mortgaged Property or to foreclose the Mortgage, except for state statutes or regulations respecting rights of redemption or mediation or rights to cure defaults or require restructuring of loans, moratoria on foreclosures or payments, rights of first refusal or homestead rights; provided that no homestead rights exempt from foreclosure any portion of the Mortgaged Property if the value of the remainder of such consentsproperty would result in a loan-to-value ratio of more than 70% at the Cut-Off Date. The Mortgage contains a provision for the acceleration of the payment of the unpaid principal balance of the Qualified Loan in the event that the Mortgaged Property is sold or transferred without the prior written consent of the mortgagee thereunder. The Mortgage Note is payable in monthly, licensesquarterly, approvals semi-annual or authorizationsannual installments (as specified in the Schedule of Qualified Loans), so as to result in complete amortization (after a final payment of principal that may be substantially disproportionate to the other scheduled payments of principal) of the Mortgage Loan over the stated or calculated term. The Qualified Loans do not provide for negative amortization of interest. Neither the Mortgage nor the Mortgage Note is usurious and each meets or is exempt from any applicable usury laws or regulations. All relevant material requirements of federal, state and local laws, rules and regulations then applicable to the making, servicing and assigning of the Qualified Loan were complied with, including, without limitation, equal credit opportunity, disclosure and truth-in-lending laws. There are no tax or insurance escrow deposits or escrow payments relating to the Qualified Loan. The Mortgage provides that the holder may make advances under the Mortgage to protect the holder's interest in the Mortgaged Property and to protect the Mortgaged Property from loss. Repayment of such advances (including reasonable costs and attorney's fees) plus interest at a default rate of interest is an obligation of the Borrower, secured by the Mortgage. The Mortgage Note provides either that: (i) any Installment Payment not received by the fifteenth day of the month in which it is due shall accrue interest at a default rate; or (ii) a late charge equal to a percentage of the delinquent Installment Payment must be paid as a penalty if such Installment Payment is not received by the fifteenth day of the month in which it is due. The Qualified Loan is not subject to any right of rescission, set-off, counterclaim or defense. The Mortgage has not been satisfied, canceled or subordinated. There have been no material modifications or amendments to the Mortgage or other principal mortgage documents except as contained in the Mortgage File delivered to Xxxxxx Mac or its designee. There are no defaults under the Mortgage or Mortgage Note and all taxes, governmental assessments, insurance premiums, water, sewer, and municipal charges relating to the Mortgaged Property that previously became due and owing have been paid. The Qualified Loan has been either not more than: (x) 30 days delinquent in payment of principal or interest during the twelve months preceding the Cut-Off Date or (y) 60 days delinquent in payment of principal or interest during the three years preceding the Cut-Off Date; and The Seller has not advanced funds to, or registrations induced, solicited or declarations as shall have knowingly received any advance of funds (nor will the Seller advance funds, or induce, solicit or knowingly receive any advance of funds) from a party other than the Borrower, directly or indirectly, for the payment of any amount required under the Qualified Loan other than short term loans made in the ordinary course of business. An appraisal to establish the Appraised Value of the related Mortgaged Property has been obtained conducted in accordance with the Appraisal Standards. All of the improvements on the Mortgaged Property that were included for the purpose of determining the Appraised Value are within the boundaries and building restriction lines of such property, and no improvements on adjoining properties encroach upon the Mortgaged Property. The structures included in the appraisal establishing the Appraised Value of the Mortgaged Property are free of material damage and are in good repair. All improvements on the Mortgaged Property included in the Appraised Value are insured against loss by a Standard Hazard Insurance Policy that conforms to the requirements of the Securities Guide. Any applicable zoning laws or filedregulations or any inspections, licenses or certificates required with respect to the use and occupancy of the related Mortgaged Property were complied with, duly made or issued, as the case may be, . The Seller or its agent has physically inspected the related Mortgaged Property and observed its main activities within 180 days prior to the Closing Date.Cut-Off Date and has observed that activities on such Mortgaged Property appeared to have been conducted in a manner conforming to sound environmental practices as currently understood and, to the best of Seller's knowledge: (ivA) the Borrower has handled on the property only Hazardous Materials customarily used in the operation of a farm or ranch, including ordinary cleaning fluids, fuel oil, fertilizers and pesticides, and only in accordance with any applicable Environmental Statute; (B) the Borrower has not otherwise produced or disposed of Hazardous Materials on the Mortgaged Property; (C) there has been no discharge of Hazardous Materials into waters on or adjacent to the Mortgaged Property, or onto lands from which such substances might seep, flow or drain into such waters in a manner which violates any Environmental Statute; and (D) there has been no event that could give rise to a claim under any Environmental Statute or under common law, pertaining to Hazardous Materials on or originating from the Mortgaged Property or any other real property owned or occupied by the Borrower or arising out of the conduct of the Borrower, including pursuant to any Environmental Statute. There is no proceeding pending, currently occurring or, to the best of Seller's knowledge threatened, for the total or partial condemnation of the Mortgaged Property. The executionSeller knows of nothing involving the Mortgage, delivery and performance of the Mortgaged Property, the Borrower, or the Borrower's credit standing that can reasonably be expected to: (a) cause private institutional investors to regard the Mortgage as an unacceptable investment (b) cause the Mortgage to become delinquent or (c) adversely affect the Mortgage's value or marketability. The Qualified Loan is not cross-collateralized with any other mortgaged properties not subject to this Agreement by and there are no lenders who own a participation interest in the Seller will not conflict Qualified Loan. To the extent necessary to preserve the value of the Mortgaged Property, a security interest has been properly perfected in any water rights and entitlements associated with or result in the Mortgaged Property and such documentation has been obtained as may be necessary to insure the delivery of water to the Mortgaged Property. The Mortgaged Property is contiguous to a breach ofpublic thoroughfare, or constitute includes such rights-of-way or easements so that a default underpublic thoroughfare provides for reasonable ingress and egress to such property. The proceeds of the Qualified Loan have been fully disbursed, there is no requirement for future advances thereunder and any provision and all requirements as to completion of any existing law on-site or regulation or any order or decree off-site improvements and as to disbursement of any court applicable to escrow funds therefor have been complied with. All costs, fees, transfer taxes, and expenses incurred in making, closing or recording the Qualified Loan have been paid. Upon discovery by either the Seller or any Xxxxxx Mac (including a designee of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (vXxxxxx Mac) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance breach of any of its duties hereunder. the representations and warranties set forth in this section 4.2 (ix) There are no actions or proceedings against b), the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, Person discovering such breach shall give prompt written notice to the Seller’s knowledgeother party. Within 90 days of its discovery or its receipt of notice of any such breach, are there any investigations the Seller shall either (i) that, if determined adversely, would prohibit the Seller from entering into this Agreementcure such breach in all material respects, (ii) seeking to prevent purchase the consummation of any related loan from Xxxxxx Mac by the deposit of the transactions contemplated Repurchase Price into an account designated by this Agreement Xxxxxx Mac, or (iii) that, replace such Qualified Loan with one or more Eligible Substitute Qualified Loans (but only if determined adversely, would prohibit such replacement will not have adverse tax or materially other economic consequences to Xxxxxx Mac or its assignee) in the manner and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions conditions set forth in effect Section 4.3. It is understood and agreed by the parties hereto that the representations and warranties set forth in any applicable jurisdictionthis subsection 4.2 shall survive delivery of the respective Mortgage Files to Xxxxxx Mac, and delivery thereof by Xxxxxx Mac to its designee, and that all representations and warranties are made by Seller for the express benefit of Xxxxxx Mac and its designee, and that such parties are expressly authorized by Seller to rely on such representations and warranties.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders that, Depositor as of the Closing Date or as of such date specifically provided hereinfollows: (ia) The Seller has been duly incorporated and is duly organized, validly existing and in good standing under the laws of the State of Maryland and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in under the laws of each jurisdiction in which the character of the business transacted by it or properties owned or leased by it that requires such qualification and in which wherein it owns or leases any material properties (except where the failure so to so qualify would not have a material adverse effect on (a) it). The Seller has the full corporate power and authority to own its business, properties, assets or condition (financial or other), (b) the performance of properties and conduct its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loansbusiness as currently conducted. (iib) The Seller has the power full power, authority (corporate and authority other) and legal right to makeexecute and deliver, execute, deliver and perform this Agreement and to consummate all of engage in the transactions contemplated hereunder by, and perform and observe the terms and conditions of, this Agreement. (c) This Agreement has taken all necessary action been duly and validly authorized, executed and delivered by the Seller and (assuming the due authorization, execution and delivery hereof by the Depositor) constitutes the valid, legal and binding agreement of the Seller, enforceable in accordance with its terms, subject to authorize bankruptcy, insolvency, receivership, conservatorship, reorganization, moratorium and other laws affecting creditors’ rights generally and to general principles of equity, regardless of whether such enforcement is sought in a proceeding in equity or at law and except that the provisions of indemnity contained herein may be unenforceable as against public policy. (d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority or court is required, under federal laws or the laws of the State of Maryland, for the execution, delivery and performance of or compliance by the Seller with this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute or the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and consummation by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability Seller of the provisions of this Agreement which purport to provide indemnification from securities laws liabilitiestransactions contemplated hereby. (iiie) The Seller holds all necessary licenses, certificates None of the execution and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller, the consummation by the Seller of the transactions herein contemplated, or compliance with the provisions hereof by the Seller, will not (i) conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree the provisions of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, Seller’s charter or by-laws, or constitute a material breach ofany law, governmental rule or regulation, or any judgment, decree or order binding on the Seller or any of its properties, or any of the provisions of any indenture, mortgage, deed of trust, contract or other instrument to which the Seller is a party or by which it is bound or (ii) result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be boundproperties. (vf) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of To the Seller’s business. (vii) The Seller knowledge, there is not insolvent, nor will no litigation pending or threatened against the Seller that would reasonably be made insolvent by the transfer of the Mortgage Loans expected to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operationsexecution, or materially and adversely affect the delivery, performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, of this Agreement. (xg) The Seller did not transfer Each of the Mortgage Loans to the Depositor representations and warranties set forth in Exhibit A hereto is true and correct with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title respect to the Mortgage Loans in good faith, without notice as of any adverse claimsthe Closing Date [or the applicable Transfer Date]. (xiih) The transferstatistical information in the prospectus supplement dated [ ] (the “Prospectus Supplement”), assignment and conveyance to the prospectus dated [ ], under the headings “Description of the Mortgage Notes Pool[s]—General,” “— Certain Characteristics of the Mortgage Loans,” “Additional Information” and “Underwriting Standards” is true and correct. (i) The Seller has been organized in conformity with the requirements for qualification as a real estate investment trust (a “REIT”); the Seller has elected to be treated as a REIT for federal income tax purposes for its tax year ended December 31, 2004; and the Mortgages by the Seller currently qualifies as, and it proposes to the Depositor are not subject operate in a manner that will enable it to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdictioncontinue to qualify as, a REIT.

Representations and Warranties of the Seller. The Seller hereby represents and warrants to the Trustee on behalf of the Certificateholders Certificateholders, the Certificate Insurer and the Guarantor that, as of the Closing Date or as of such date specifically provided herein: (i) The Seller is duly organized, validly existing and in good standing and has the power and authority to own its assets and to transact the business in which it is currently engaged. The Seller is duly qualified to do business and is in good standing in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement, or (c) the value or marketability of the Mortgage Loans. (ii) The Seller has the power and authority to make, execute, deliver and perform this Agreement and to consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement which is part of its official records. When executed and delivered, this Agreement will constitute the Seller’s legal, valid and binding obligations enforceable in accordance with its terms, except as enforcement of such terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors’ rights generally and the rights of creditors of federally insured financial institutions and by the availability of equitable remedies, (2) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (3) public policy considerations underlying the securities laws, to the extent that such policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities. (iii) The Seller holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is currently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement, except for such consents, licenses, approvals or authorizations, or registrations or declarations as shall have been obtained or filed, as the case may be, prior to the Closing Date. (iv) The execution, delivery and performance of this Agreement by the Seller will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any of its properties or any provision of its articles of incorporation, charter or by-laws, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound. (v) No certificate of an officer, written statement or written report delivered pursuant to the terms hereof of the Seller 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. (vi) The transactions contemplated by this Agreement are in the ordinary course of the Seller’s business. (vii) The Seller is not insolvent, nor will the Seller be made insolvent by the transfer of the Mortgage Loans to the Depositor, nor is the Seller aware of any pending insolvency of the Seller. (viii) The Seller is not in violation of, and the execution and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court, or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the Seller’s financial condition (financial or otherwise) or operations, or materially and adversely affect the performance of any of its duties hereunder. (ix) There are no actions or proceedings against the Seller, or pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal; nor, to the Seller’s knowledge, are there any investigations (i) that, if determined adversely, would prohibit the Seller from entering into this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) that, if determined adversely, would prohibit or materially and adversely affect the Seller’s ability to perform any of its respective obligations under, or the validity or enforceability of, this Agreement. (x) The Seller did not transfer the Mortgage Loans to the Depositor with any intent to hinder, delay or defraud any of its creditors. (xi) The Seller acquired title to the Mortgage Loans in good faith, without notice of any adverse claims. (xii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller to the Depositor are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.