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

Representations and Warranties of the Sponsor. The Sponsor makes the following representations and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy. (a) The Sponsor is duly organized and validly existing as a Delaware limited liability company with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to this Agreement and the Basic Documents; (b) It is duly qualified to do business as a foreign company in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification; (c) The Sponsor has the power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when executed and delivered by the Sponsor, will constitute the legal, valid and binding obligations of the Sponsor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary action; (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or operating agreement of the Sponsor, or any material indenture, agreement or other instrument to which the Sponsor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Sponsor’s knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual Certificates.

Representations and Warranties of the Sponsor. The Sponsor makes hereby represents and warrants to the following representations and warranties on which Operating Company, as of the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy.date hereof, as follows: (a) The Sponsor has been duly formed and is duly organized and validly existing and in good standing as a corporation under the Laws of the State of Delaware limited liability company with all requisite corporate power and authority to own own, lease or otherwise hold and operate its properties and assets and to conduct carry on its business as presently conducted, except where the failure to have such properties are currently owned power and such business is presently conducted and is proposed authority would not, individually or in the aggregate, reasonably be expected to be conducted pursuant have a material adverse effect on its ability to perform its obligations under this Agreement and the Basic Documents;Waiver Agreement. (b) It is duly qualified to do business as a foreign company in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification; (c) The Sponsor (i) has the all requisite corporate power and authority to execute and deliver this Waiver Agreement and to carry out perform its terms; obligations hereunder, and (ii) has taken all necessary corporate action to authorize the execution, delivery and performance of this Waiver Agreement, when . (c) This Waiver Agreement has been duly and validly executed and delivered by the SponsorSponsor and, will constitute assuming this Waiver Agreement has been duly and validly authorized, executed and delivered by the Operating Company, constitutes a legal, valid and binding obligations obligation of the Sponsor, enforceable against the Sponsor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws Laws relating to or affecting the enforcement of creditors’ rights generally in general and by general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the principles of equity. (d) The execution, delivery and performance of this Waiver Agreement has been duly authorized by the Sponsor by all necessary action; will not (di) No consentconflict with or violate any provision of its certificate of incorporation or bylaws, license(ii) constitute, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse the passage of time) time or both, a default undermaterial violation, the certificate of formation a material breach or operating agreement of the Sponsordefault, create a material lien, conflict in any material respect with, or require any material consent or approval, or give rise to any material right of termination, modification, cancellation, prepayment, suspension, limitation, revocation, preemption, right of first refusal (or similar right to purchase) or acceleration under any material indenture, agreement mortgage, chattel mortgage, deed of trust, lease, conditional sales contract, loan or other instrument credit arrangement to which the Sponsor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Sponsor’s knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documentsparty, or (Diii) seeking contravene, in any material respect, any material law. (e) The execution, delivery and performance of this Waiver Agreement by the Sponsor does not requires any material consent, approval, exemption, waiver, clearance, authorization, filing, registration or notification, of or to adversely affect the federal income tax any Governmental Entity or other federalPerson, state except as has already been obtained, made or local tax attributes of the Notes or the Residual Certificateswaived.

Representations and Warranties of the Sponsor. The Sponsor makes the following representations and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy. (a) The Sponsor is duly organized hereby represents and validly existing as a Delaware limited liability company with power and authority warrants to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant each of the other parties to this Agreement and for the Basic Documents;benefit of the Certificateholders, as of the Closing Date, that: (bi) It The Sponsor is a corporation duly qualified to do business as a foreign company organized, validly existing and in good standingstanding under the laws of the State of Delaware. (ii) The execution and delivery of this Agreement by the Sponsor, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance and compliance with the terms of this Agreement by the Sponsor, will not violate the Sponsor's certificate of incorporation or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its obligations under this Agreement and the Basic Documents requires such qualification;assets. (ciii) The Sponsor has the power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when executed and delivered by the Sponsor, will constitute the legal, valid and binding obligations of the Sponsor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles; the Sponsor has full power and authority to sell enter into and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor consummate all transactions contemplated by this Agreement, has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement Agreement, and has been duly authorized executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Sponsor, enforceable against the Sponsor by all necessary action;in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (dv) No consentThe Sponsor is not in violation of, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, and its execution and delivery or performance of this Agreement and its performance and compliance with the Basic Documentsterms of this Agreement will not constitute a violation of, except for any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Sponsor's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Sponsor to perform its obligations under this Agreement or the financial condition of the Sponsor. (vi) The transfer of the Mortgage Loans to the Trustee as contemplated herein requires no regulatory approval, other than any such approvals as have been obtained, effected and is not subject to any bulk transfer or made;similar law in effect in any applicable jurisdiction. (evii) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or operating agreement of the Sponsor, or any material indenture, agreement or other instrument to which the Sponsor No litigation is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law pending or, to the best of the Sponsor’s 's knowledge, threatened against the Sponsor which would prohibit the Sponsor from entering into this Agreement or, in the Sponsor's good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Sponsor to perform its obligations under this Agreement or the financial condition of the Sponsor. (viii) No consent, approval, authorization or order of any order, rule state or regulation applicable to federal court or governmental agency or body is required for the consummation by the Sponsor of any court the transactions contemplated herein, except for those consents, approvals, authorizations or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; andorders that previously have been obtained. (fb) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity of this Agreement or Upon discovery by any of the Basic Documents, (B) seeking to prevent the issuance parties hereto of the Notes or the Residual Certificates or the consummation a breach of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might foregoing representations and warranties which materially and adversely affect its performance affects the interests of its obligations under, or the validity or enforceability of, this Agreement Certificateholders or any party hereto, the party discovering such breach shall give prompt written notice to each of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual Certificatesparties hereto.

Representations and Warranties of the Sponsor. a. The Sponsor makes hereby represents and warrants to the following representations and warranties on which Trustee as of the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy.date hereof, that: (a) i. The Sponsor is duly organized and organized, validly existing as a Delaware and in good standing under the laws of the jurisdiction of its organization. ii. The Sponsor has the full limited liability company with power and authority to own its properties enter into and to conduct its business as such properties are currently owned consummate all transactions contemplated by this Amended and such business is presently conducted and is proposed to be conducted pursuant to this Agreement and the Basic Documents; (b) It is duly qualified to do business as a foreign company in good standingRestated Declaration of Trust, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification; (c) The Sponsor has the power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when executed and delivered by the Sponsor, will constitute the legal, valid and binding obligations of the Sponsor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement Amended and Restated Declaration of Trust, and has been duly authorized executed and delivered this Amended and Restated Declaration of Trust. iii. This Amended and Restated Declaration of Trust, assuming due authorization, execution and delivery by the Trustee, constitutes a valid, legal and binding obligation of the Sponsor, enforceable against the Sponsor by all necessary action; (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. iv. The execution, delivery or and performance of the Sponsor of this Agreement Amended and the Basic DocumentsRestated Declaration of Trust will not violate, except for such as have been obtained, effected or made; (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any a breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, under (a) the certificate of formation or operating agreement organizational documents of the Sponsor, or (b) any material indenture, agreement or other instrument to which the Sponsor is a party or by which it is may be bound; nor result in the creation or imposition of , (c) any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Sponsor’s knowledgelaw, any order, rule order or regulation applicable to the Sponsor decree of any court or arbiter, or any order, regulation or demand of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes governmental or regulatory authority, and (d) any order, decision, judgment or decree that may be applicable to the Sponsor or any of its affiliates or any of their properties. v. No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Sponsor of the Notes transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained. b. The representations and warranties of the Residual CertificatesSponsor set forth in this Section 2.1 shall survive the execution and delivery of this Amended and Restated Declaration of Trust and shall inure to the benefit of the Trustee for so long as the Trust remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties hereto. The Sponsor will be deemed to have made the representation and warranties of the Sponsor set forth in this Section 2.1 with respect to any future contributions of funds upon the effectiveness of such contribution.

Representations and Warranties of the Sponsor. The Sponsor makes the following representations hereby represents and warranties on which warrants to the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Note Insurer relies in issuing the Policy.that: (a) The Sponsor is duly organized and validly existing as a Delaware limited liability company corporation in good standing under the laws of the State of California, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to this Agreement and the Basic Documents;conducted. (b) It is duly qualified to do business as a foreign company in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification; (c) The Sponsor has the power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when executed and delivered by the Sponsor, will constitute the legal, valid and binding obligations of the Sponsor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary corporate action;. (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (ec) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate articles of formation incorporation or operating agreement by-laws of the Sponsor, or any material indenture, agreement or other instrument to which the Sponsor is a party or by which it is bound; nor result in the creation or imposition of any Lien lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Sponsor’s knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and. (fd) There are no proceedings or investigations pending or, to its knowledge threatened against it or notice of which has been received in writing before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties properties: (Ax) asserting the invalidity of this Agreement or any of the Basic DocumentsAgreement, (By) seeking to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (Cz) seeking any determination or ruling that might should reasonably be expected to materially and adversely affect its the performance by the Sponsor of its obligations under, or the validity or enforceability of, this Agreement. (e) The representations and warranties of the Sponsor in Article III of the Sale and Servicing Agreement are true and correct. (f) The Sponsor has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the Sponsor, enforceable against the Sponsor, in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by the application of equitable principles. (g) The Sponsor is not in default with respect to any order or decree of any court or any order, regulation or demand of the Basic Documentsany federal, state, municipal or (D) seeking to other governmental agency, which default might have consequences that would materially and adversely affect the federal income tax condition (financial or other federal, state otherwise) or local tax attributes operations of the Notes Sponsor or its properties or might have consequences that would materially and adversely affect its performance hereunder. (h) The Sponsor will hold itself out to the Residual Certificatespublic under its own name as a separate and distinct entity from the Issuing Entity and conduct its business so as not to mislead others as to the identity of the Issuing Entity. Without limiting the generality of the foregoing, to the extent that the Sponsor makes on behalf of the Issuing Entity, as administrator of the Issuing Entity, oral and written communications, including without limitation, all letters, invoices, contracts, statements and applications such oral and written communications will be made solely by the Sponsor, as administrator of the Issuing Entity, in the name of the Issuing Entity if they are made on behalf of the Issuing Entity.

Representations and Warranties of the Sponsor. The Sponsor makes the following representations hereby represents and warranties on which warrants to the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Note Insurer relies in issuing the Policy.that: (a) The Sponsor is duly organized and validly existing as a Delaware limited liability company corporation in good standing under the laws of the State of California, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to this Agreement and the Basic Documents;conducted. (b) It is duly qualified to do business as a foreign company in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification; (c) The Sponsor has the power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when executed and delivered by the Sponsor, will constitute the legal, valid and binding obligations of the Sponsor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary corporate action;. (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (ec) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate articles of formation incorporation or operating agreement by-laws of the Sponsor, or any material indenture, agreement or other instrument to which the Sponsor is a party or by which it is bound; nor result in the creation or imposition of any Lien lien upon any of its properties pursuant to the terms terns of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Sponsor’s knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and. (fd) There are no proceedings or investigations pending or, to its knowledge threatened against it or notice of which has been received in writing before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties properties: (Ax) asserting the invalidity of this Agreement or any of the Basic DocumentsAgreement, (By) seeking to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (Cz) seeking any determination or ruling that might should reasonably be expected to materially and adversely affect its the performance by the Sponsor of its obligations under, or the validity or enforceability of, this Agreement. (e) The representations and warranties of the Sponsor in Article III of the Sale and Servicing Agreement are true and correct. (f) The Sponsor has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the Sponsor, enforceable against the Sponsor, in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by the application of equitable principles. (g) The Sponsor is not in default with respect to any order or decree of any court or any order, regulation or demand of the Basic Documentsany federal, state, municipal or (D) seeking to other governmental agency, which default might have consequences that would materially and adversely affect the federal income tax condition (financial or other federal, state otherwise) or local tax attributes operations of the Notes Sponsor or its properties or might have consequences that would materially and adversely affect its performance hereunder. (h) The Sponsor will hold itself out to the Residual Certificatespublic under its own name as a separate and distinct entity from the Seller and the Trust and conduct its business so as not to mislead others as to the identity of the Trust. Without limiting the generality of the foregoing, all oral and written communications, including without limitation, all letters, invoices, contracts, statements and applications will be made solely in the name of the Trust if they are made on behalf of the Trust and solely in the name of the Sponsor if they are made on behalf of the Sponsor.

Representations and Warranties of the Sponsor. The Sponsor makes the following representations hereby represents and warranties on which warrants to the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Note Insurer relies in issuing the Policy.that: (a) The Sponsor is duly organized and validly existing as a Delaware limited liability company corporation in good standing under the laws of the State of California, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to this Agreement and the Basic Documents;conducted. (b) It is duly qualified to do business as a foreign company in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification; (c) The Sponsor has the power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when executed and delivered by the Sponsor, will constitute the legal, valid and binding obligations of the Sponsor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles; the Sponsor has full power and authority to sell transfer and assign the property to be sold transferred and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale transfer and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary corporate action;. (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (ec) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms terns and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate articles of formation incorporation or operating agreement by-laws of the Sponsor, or any material indenture, agreement or other instrument to which the Sponsor is a party or by which it is bound; nor result in the creation or imposition of any Lien lien upon any of its properties pursuant to the terms terns of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Sponsor’s knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and. (fd) There are no proceedings or investigations pending or, to its knowledge threatened against it or notice of which has been received in writing before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties properties: (Ax) asserting the invalidity of this Agreement or any of the Basic DocumentsAgreement, (By) seeking to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (Cz) seeking any determination or ruling that might should reasonably be expected to materially and adversely affect its the performance by the Sponsor of its obligations under, or the validity or enforceability of, this Agreement. (e) The representations and warranties of the Sponsor in Article III of the Sale and Servicing Agreement are true and correct. (f) The Sponsor has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the Sponsor, enforceable against the Sponsor, in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting the enforcement of creditors' rights generally and by the application of equitable principles. (g) The Sponsor is not in default with respect to any order or decree of any court or any order, regulation or demand of the Basic Documentsany federal, state, municipal or (D) seeking to other governmental agency, which default might have consequences that would materially and adversely affect the federal income tax condition (financial or other federal, state otherwise) or local tax attributes operations of the Notes Sponsor or its properties or might have consequences that would materially and adversely affect its performance hereunder. (h) The Sponsor will hold itself out to the Residual Certificatespublic under its own name as a separate and distinct entity and conduct its business so as not to mislead others as to the identity of the entity under which those others are concerned. Without limiting the generality of the foregoing, all oral and written communications, including without limitations, all letters, invoices, contracts, statements and applications will be made solely in the name of the Trust if they are made on behalf of the Trust and solely in the name of the Sponsor if they are made on behalf of the Sponsor.

Representations and Warranties of the Sponsor. The Sponsor makes the following representations hereby represents and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes warrants to GigCapital5 and the Residual Certificates and upon which the Insurer relies in issuing the Policy.Company as follows: (a) a. The Sponsor is duly organized the only record and validly existing a beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, the Sponsor Shares, free and clear of Liens other than as created by this Agreement or Sponsor’s organizational documents or the organizational documents of GigCapital5 (including, without limitation, for the purposes hereof, any agreement between or among stockholders of GigCapital5). b. The Sponsor (i) has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to the Sponsor Shares, (ii) has not entered into any voting agreement or voting trust with respect to any of the Sponsor Shares that is inconsistent with the Sponsor’s obligations pursuant to this Agreement, (iii) has not granted a Delaware limited liability company proxy or power of attorney with power and authority respect to own its properties and to conduct its business as such properties are currently owned and such business any of the Sponsor Shares that is presently conducted and is proposed to be conducted inconsistent with the Sponsor’s obligations pursuant to this Agreement and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. c. The Sponsor (i) is a legal entity duly organized, validly existing and, to the Basic Documents; (b) It extent such concept is duly qualified to do business as a foreign company applicable, in good standing, standing under the Laws of the jurisdiction of its organization and (ii) has all requisite limited liability company or other power and authority and has obtained taken all limited liability company or other action necessary licenses in order to, execute, deliver and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of perform its obligations under this Agreement and to consummate the Basic Documents requires such qualification; (c) The Sponsor transactions contemplated hereby. This Agreement has the power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when been duly executed and delivered by the Sponsor, will constitute the legal, Sponsor and constitutes a valid and binding obligations agreement of the Sponsor, Sponsor enforceable against the Sponsor in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar laws Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principles; principles of equity. d. Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by the Sponsor has full power and authority to sell and assign the property from, or to be sold and assigned to and deposited given by the Sponsor to, or be made by the Sponsor with, any Governmental Authority in connection with the Trust execution, delivery and performance by the Sponsor of this Agreement, the consummation of the transactions contemplated hereby or the Merger and the Sponsor has duly authorized such sale and assignment and deposit to other transactions contemplated by the Trust by all necessary action; and the BCA. e. The execution, delivery and performance of this Agreement has been duly authorized by the Sponsor does not, and the consummation of the transactions contemplated hereby or the Merger and the other transactions contemplated by all necessary action; the BCA will not, constitute or result in (di) No consenta breach or violation of, licenseor a default under, approval the limited liability company agreement or authorization similar governing documents of the Sponsor, (ii) with or registration without notice, lapse of time or declaration withboth, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any Person benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of the Sponsor pursuant to any contract binding upon the Sponsor or, assuming (solely with any governmental authority, bureau or agency is required in connection with the execution, delivery or respect to performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation of the transactions contemplated by this Agreement and hereby), compliance with the fulfillment of the terms hereof do not conflict withmatters referred to in Section 1, result in under any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or operating agreement of the Sponsor, or any material indenture, agreement or other instrument applicable Law to which the Sponsor is a party subject or by which it is bound; nor result (iii) any change in the creation rights or imposition obligations of any Lien party under any contract legally binding upon any the Sponsor, except, in the case of its properties pursuant to the terms of clause (ii) or (iii) directly above, for any such indenturebreach, agreement violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the Sponsor’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby, the consummation of the Merger or the other instrument (other than pursuant to transactions contemplated by the Basic Documents); nor violate any law BCA. f. As of the date of this Agreement, there is no action, proceeding or investigation pending against the Sponsor or, to the best knowledge of the Sponsor’s knowledge, any order, rule or regulation applicable to threatened against the Sponsor that questions the beneficial or record ownership of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending orShares, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity validity of this Agreement or any of the Basic Documents, (B) seeking to prevent performance by the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance Sponsor of its obligations under, or under this Agreement. g. The Sponsor understands and acknowledges that each of GigCapital5 and the validity or enforceability of, Company is entering into the BCA in reliance upon the Sponsor’s execution and delivery of this Agreement or any and the representations, warranties, covenants and other agreements of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual Certificates.Sponsor contained herein

Representations and Warranties of the Sponsor. The Sponsor makes represents and warrants to Parent that the following representations statements are true and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy.correct: (a) The Sponsor is duly organized and validly existing as a Delaware has the requisite limited liability company with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to this Agreement and the Basic Documents; (b) It is duly qualified to do business as a foreign company in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification; (c) The Sponsor has the power and authority to execute and deliver this Agreement and to carry out its terms; consummate the transactions contemplated hereby. The execution and delivery of this Agreement, when Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Sponsor. This Agreement has been duly and validly executed and delivered by the SponsorSponsor and constitutes a valid, will constitute the legal, valid legal and binding obligations agreement of the SponsorSponsor (assuming this Agreement has been duly authorized, executed and delivered by the other Parties), enforceable against the Sponsor in accordance with its termsterms (subject to Creditors’ Rights). (b) As of the date hereof, except the Sponsor is the beneficial owner of 10,206,000 shares of Parent Class B Common Stock (the “Founder Shares”) and 10,280,000 warrants, with each warrant entitling the holder thereof to purchase one share of Parent Class A Common Stock for $11.50 per share (the “Sponsor Private Warrants”). Immediately prior to the Merger Effective Time and prior to the forfeiture of the Sponsor Forfeited Securities (as defined below), all of the Sponsor Forfeited Securities will be owned by the Sponsor. The Sponsor has, or will have as of the date hereof and immediately prior to giving effect to the transactions occurring on the Closing Date, as applicable, valid, good and marketable title to such enforceability may be limited by bankruptcySponsor Forfeited Securities, insolvencyfree and clear of all Encumbrances (other than Encumbrances pursuant to this Agreement or any other Transaction Agreement and transfer restrictions under applicable Law or under the Organizational Documents of Parent). Except for this Agreement, reorganizationthe Sponsor is not party to any option, moratorium warrant, purchase right, or other similar laws affecting creditors’ rights generally and general equitable principles; contract or commitment that could require the Sponsor to sell, transfer, or otherwise dispose of the Sponsor Forfeited Securities. Neither the Sponsor, nor any transferees of any securities of Parent initially held by the Sponsor, has full power and authority asserted or perfected any rights to sell and assign adjustment or other anti-dilution protections with respect to any securities of Parent (including the property to be sold and assigned to and deposited with the Trust Founder Shares and the Sponsor has duly authorized such sale and assignment and deposit to Private Warrants) (whether in connection with the Trust transactions contemplated by all necessary action; and the Business Combination Agreement or otherwise). (c) The execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary action; (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation by the Sponsor of the transactions contemplated by this Agreement and the fulfillment of the terms hereof hereby do not not: (i) conflict with, with or result in any breach of any provision of the terms and provisions Organizational Documents of the Sponsor, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of timetime or both) a default or give rise to any right of termination, cancellation or acceleration under, the certificate of formation or operating agreement any of the Sponsorterms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Sponsor is a party or by which it is its properties or assets may be bound; nor , (iii) violate any Law of any Governmental Entity applicable to the Sponsor or its Subsidiaries, or any of their respective properties or assets (including the Founder Shares and the Sponsor Private Warrants), as applicable, or (iv) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument Encumbrance (other than Encumbrances pursuant to the Basic Documents); nor violate any law or, to the best of the Sponsor’s knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity of this Agreement or any other Transaction Agreement to which it is subject or bound and transfer restrictions under applicable Law or under the Organizational Documents of Parent) upon its assets (including the Founder Shares and the Sponsor Private Warrants), except in the case of clauses (ii), (iii) and (iv) above, for violations which would not reasonably be expected to materially impact, impair or delay or prevent the ability of the Basic Documents, (B) seeking Sponsor to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of consummate the transactions contemplated by this Agreement or any have a material adverse effect on the ability of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of Sponsor to perform its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual Certificateshereunder.

Representations and Warranties of the Sponsor. The Sponsor makes represents and warrants to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, the following representations selling agent for the FuturesAccess Funds (the “Selling Agent”) as follows: (a) Each FuturesAccess Fund has been formed pursuant to a Certificate of Formation or Certificate of Limited Partnership (each a “Certificate”) and warranties on a Limited Liability Company Operating Agreement or Limited Partnership Agreement (each a “Governing Agreement”) which provide for the Owner Trustee relies subscription for and sale of each FuturesAccess Fund’s units of limited liability company or limited partnership interest (“Units”) in accepting classes; all action required to be taken by the Owner Trust Estate Sponsor and each FuturesAccess Fund as a condition to the sale of the Units to subscribers who qualify as “Accredited Investors” within the meaning of the Securities Act of 1933, as amended (the “1933 Act”), has been, or prior to the Initial and each Additional Closing Time (as defined in trust Section 2 hereof) will have been taken, and, upon payment of the consideration therefor specified in all accepted FuturesAccess Program Subscription and issuing Exchange Agreements and Signature Pages thereto (collectively, the Notes and “Subscription Agreements”), the Residual Certificates and upon which the Insurer relies Units will constitute valid limited liability company or limited partnership interests, as applicable, in issuing the Policya FuturesAccess Fund. (ab) Each FuturesAccess Fund is a limited liability company or limited partnership duly organized pursuant to a Certificate and the DLLCA or DRULPA, as applicable, and validly existing under the laws of the State of Delaware with full power and authority to conduct its business and operations, as described in the Disclosure Document; each FuturesAccess Fund has received (or will receive prior to the Initial Closing Time) a certificate of authority to do business in the State of New Jersey. (c) The Sponsor is duly organized and validly existing and in good standing as a Delaware limited liability company with power under the laws of the State of Delaware and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to this Agreement and the Basic Documents; (b) It is duly qualified to do business in good standing as a foreign limited liability company under the laws of the State of New Jersey and in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions each other jurisdiction in which the ownership nature or lease of its property, the conduct of its business requires such qualification and the performance of failure to so qualify would materially adversely affect the FuturesAccess Funds’ or the Sponsor’s ability to perform its obligations under this Agreement hereunder. (d) Each FuturesAccess Fund and the Basic Documents requires such qualification; (c) The Sponsor has the have full power and authority under applicable law to execute perform their respective obligations under the applicable Governing Agreement, the Customer Agreement (“Customer Agreement”) and deliver this the Advisory Agreement (“Advisory Agreement”) relating to the trading of commodity interests and to carry out its terms; this Agreement, when as described in the Disclosure Document. (e) The Disclosure Document as of its date of issue, the Initial Closing Time and at each Additional Closing Time will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. This representation and warranty shall not, however, apply to any statement or omission in the Disclosure Document made in reliance upon and in conformity with information relating to the Trading Advisors or the Selling Agent and furnished or approved in writing by the Trading Advisors or the Selling Agent; it being acknowledged that each of the Trading Advisors or the Selling Agent have approved the information relating to such party or its principals, as set forth in the Disclosure Document. (f) Since the respective dates as of which information is given in the Disclosure Document, there has not been any material adverse change in the condition (financial or otherwise), business or prospects of the Sponsor or the FuturesAccess Funds, whether or not arising in the ordinary course of business. (g) A Governing Agreement, a Customer Agreement, an Advisory Agreement and this Agreement have each been duly and validly authorized, executed and delivered by the SponsorSponsor on behalf of each FuturesAccess Fund, will constitute the legaland each constitutes a valid, valid binding and binding obligations enforceable agreement of the Sponsoreach FuturesAccess Fund, enforceable in accordance with its terms. (h) The execution and delivery of the Governing Agreements, except as the Customer Agreements, the Advisory Agreements and this Agreement, the incurrence of the obligations set forth in each of such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust agreements and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary action; (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation of the transactions contemplated by this Agreement therein and in the fulfillment of the terms hereof do Disclosure Document will not conflict with, result in any constitute a breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, any instrument by which either the certificate of formation Sponsor or operating agreement of the Sponsor, a FuturesAccess Fund is bound or any material indentureorder, agreement rule or other instrument regulation applicable to which the Sponsor is or a party or by which it is bound; nor result in the creation or imposition FuturesAccess Fund of any Lien upon court or any of its properties pursuant to governmental body or administrative agency having jurisdiction over the terms of any such indentureSponsor or a FuturesAccess Fund. (i) There is not pending, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Sponsor’s knowledge, threatened, any orderaction, rule suit or regulation applicable to the Sponsor of proceeding before or by any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over body to which the Sponsor or its properties; and (f) There are no proceedings a FuturesAccess Fund is a party, or investigations pending or, to its knowledge threatened against it before which any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over of the assets of the Sponsor or a FuturesAccess Fund is subject, which is not referred to in the Disclosure Document and which might reasonably be expected to result in any material adverse change in the condition (financial or otherwise), business or prospects of the Sponsor or the FuturesAccess Fund. (j) The Sponsor has all federal and state governmental and regulatory approvals and licenses, and has effected all filings and registrations with federal and state governmental agencies required to conduct its properties (A) asserting business and to act as described in the invalidity Disclosure Document or required to perform its obligations as described under the Governing Agreements and this Agreement, and the performance of this Agreement such obligations will not contravene or result in a breach of any provision of its certificate of formation, operating agreement or any agreement, order, law or regulation binding upon it. (k) The FuturesAccess Funds do not require any federal or state governmental or regulatory approvals or licenses, or need to effect any filings or registrations with any federal or state governmental agencies in order to conduct their business, to act as contemplated by the Disclosure Document and to issue and sell Units (other than filings relating solely to the offering of the Basic Documents, Units). (Bl) seeking to prevent The Sponsor’s and FuturesAccess Funds’ auditors are independent public accountants within the issuance meaning of the Notes or 1933 Act and the Residual Certificates or the consummation of any regulations of the transactions Securities and Exchange Commission (“SEC”). (m) The offer and sale of the Units in the manner contemplated by this Agreement or any will be exempt from the registration requirements of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance 1933 Act by reason of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual CertificatesRegulation D promulgated thereunder.

Representations and Warranties of the Sponsor. The Sponsor makes hereby represents and warrants to the following representations and warranties on which the Owner Delaware Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy.solely as to itself that: (a) The Sponsor is duly organized and validly existing as a Delaware limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to this Agreement and the Basic Documents;conducted. (b) It is duly qualified to do business as a foreign company in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification; (c) The Sponsor has the power and authority to execute and deliver this Trust Agreement and to carry out its terms; this Agreement, when executed and delivered by the Sponsor, will constitute the legal, valid and binding obligations of the Sponsor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust (or with the Eligible Lender Trustee on behalf of the Trust) and the Sponsor has duly authorized such sale and assignment and deposit to the Trust (or to the Eligible Lender Trustee on behalf of the Trust) by all necessary action; and the execution, delivery and performance of this Trust Agreement has been duly authorized by the Sponsor by all necessary action;. (c) This Trust Agreement has been duly executed and delivered by the Sponsor and constitutes a legal, valid and binding obligation of the Sponsor enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors' rights and subject to general principles of equity. (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation of the transactions contemplated by this Trust Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of timetime or both) a default under, the certificate of formation or operating limited liability company agreement of the Sponsor, or any material indenture, agreement or other instrument to which the Sponsor is a party or by which it is bound; nor result in the creation or imposition of any Lien lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Sponsor’s 's knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual Certificates.

Representations and Warranties of the Sponsor. The Sponsor makes Sponsor, on its own behalf and in its capacity as sponsor of each of the following representations Funds, represents and warranties on which warrants to, and agrees with, the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy.Marketing Agent that: (a) The the Sponsor is has been duly organized and is validly existing as a Delaware limited liability company in good standing under the laws of the State of Delaware, with full power and authority to own its properties and to conduct its business as such properties are currently owned will be described in each Registration Statement and such business is presently conducted Prospectus, and is proposed has all requisite power and authority to be conducted pursuant to execute and deliver this Agreement and the Basic DocumentsAgreement; (b) It the Sponsor is duly qualified to do business as a foreign company and is in good standing, and has obtained all necessary licenses and approvals, standing in all jurisdictions in which the ownership or lease of its property, each jurisdiction where the conduct of its business requires such qualification; and each Fund will be duly qualified in each jurisdiction where the performance conduct of its obligations under this Agreement and the Basic Documents business requires such qualification; (c) The Sponsor has the power and authority to execute and deliver this Agreement and to carry out its terms; this Agreementhas been duly authorized, when executed and delivered by the Sponsor, will constitute Sponsor and constitutes the legal, valid and binding obligations of the Sponsor, enforceable against the Sponsor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary action; (d) No consentthe Sponsor is not in breach or violation of or in default under (nor has any event occurred which with notice, license, approval lapse of time or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, both would result in any breach or violation of, constitute a default under or give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of the terms and provisions of, all or constitute (with or without notice or lapse a part of timesuch indebtedness under) a default under, the certificate of formation or operating agreement of the Sponsorits constitutive documents, or any material indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the Sponsor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to may be bound or affected, and the terms execution, delivery and performance of this Agreement, and the consummation of the transactions contemplated hereby will not conflict with, result in any such breach or violation of or constitute a default under (nor constitute any event which with notice, lapse of time or both would result in any breach or violation of or constitute a default under) the amended and restated limited liability company agreement of the Sponsor or any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument (other than pursuant to which the Sponsor is a party or by which the Sponsor or any of its properties may be bound or affected, or any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to the Basic Documents)Sponsor; (e) no approval, authorization, consent or order of or filing with any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency is required in connection with the performance by the Sponsor of its obligations under this Agreement; (f) the Sponsor has all necessary licenses, authorizations, consents and approvals and has made all necessary filings required under any federal, state, local or foreign law, regulation or rule, and has obtained all necessary authorizations, consents and approvals from other persons, in order to conduct its business; nor violate the Sponsor is not in violation of, or in default under, or has not received notice of any law proceedings relating to revocation or modification of, any such license, authorization, consent or approval or any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to the Sponsor; (g) except as previously disclosed between the parties, there are no actions, suits, claims, investigations or proceedings pending or threatened or, to the best Sponsor’s knowledge after due inquiry, contemplated to which the Sponsor or (to the extent that is or could be material in the context of the offering and sale of the Shares) any of the Sponsor’s knowledgedirectors or officers, any order, rule is or regulation applicable to the Sponsor of any court would be a party or of which any Federal of their respective properties are or state would be subject at law or in equity, before or by any federal, state, local or foreign governmental or regulatory commission, board, body, administrative agency authority or other governmental instrumentality having jurisdiction over the Sponsor or its propertiesagency; and (fh) There are no proceedings any certificate signed by any officer of the Sponsor and delivered to the Marketing Agent or investigations pending orcounsel for the Marketing Agent in connection with the offering of the Shares shall be deemed to be a representation and warranty by the Sponsor as to matters covered thereby, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual CertificatesMarketing Agent.

Representations and Warranties of the Sponsor. The Sponsor makes represents and warrants as of the following representations and warranties on which date hereof to the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy.Investor as follows: (a) The Sponsor is duly organized and organized, validly existing as a Delaware limited liability company with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to this Agreement and the Basic Documents; (b) It is duly qualified to do business as a foreign company in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which standing under the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification; (c) The Sponsor has the power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when executed and delivered by the Sponsor, will constitute the legal, valid and binding obligations laws of the SponsorState of Delaware, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has and the consummation of the transactions contemplated hereby are within the Sponsor’s limited liability company powers and have been duly authorized by all necessary limited liability company actions on the part of the Sponsor. This Agreement has been duly executed and delivered by the Sponsor and, assuming due authorization, execution and delivery by the Investor, this Agreement constitutes a legally valid and binding obligation of the Sponsor, enforceable against the Sponsor in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies (the “Enforceability Exceptions”)). (b) The Sponsor is the record owner of all necessary action;of the Forfeited Sponsor Shares. (c) The execution and delivery of this Agreement by the Sponsor does not, and the performance by the Sponsor of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of the Sponsor or (ii) require any consent or approval that has not been given or other action that has not been taken by any person, in each case to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by the Sponsor of its obligations under this Agreement. The Sponsor has full right and power to enter into this Agreement. (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency The Sponsor is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation of not entering into the transactions contemplated by this Agreement and to create actual or apparent trading activity in the fulfillment Class A Common Stock (or any security convertible into or exchangeable for Class A Common Stock) or to raise or depress or otherwise manipulate the price of the terms hereof do not conflict with, result Class A Common Stock (or any security convertible into or exchangeable for the Class A Common Stock) or otherwise in any breach of any violation of the terms Exchange Act. The Sponsor has not entered into or altered, and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or operating agreement of the Sponsor, or any material indenture, agreement or other instrument to which agrees that the Sponsor is a party will not enter into or by which it is bound; nor result in the creation alter, any corresponding or imposition of any Lien upon any of its properties pursuant hedging transaction or position with respect to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Sponsor’s knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual CertificatesClass A Common Stock.

Representations and Warranties of the Sponsor. The Sponsor makes represents and warrants as of the following representations date hereof and warranties on which as of the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy.Deadline to Encompass as follows: (a) The Sponsor is duly organized and organized, validly existing as a Delaware limited liability company with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to this Agreement and the Basic Documents; (b) It is duly qualified to do business as a foreign company in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which standing under the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification; (c) The Sponsor has the power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when executed and delivered by the Sponsor, will constitute the legal, valid and binding obligations laws of the SponsorState of Delaware, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has and the consummation of the transactions contemplated hereby are within the Sponsor’s limited liability company powers and have been duly authorized by all necessary limited liability company actions on the part of the Sponsor. This Agreement has been duly executed and delivered by the Sponsor and, assuming due authorization, execution and delivery by Encompass, this Agreement constitutes a legally valid and binding obligation of the Sponsor, enforceable against the Sponsor in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). (b) The Sponsor is the record owner, and has good and marketable title to, all necessary action;of the Warrants. There are no Liens or any other limitations or restrictions affecting any of the Warrants, other than such limitations or restrictions that exist pursuant to (i) this Agreement, (ii) the Organizational Documents of LOKB, (iii) the Business Combination Agreement, (iv) the Letter Agreement, (v) the LOKB Warrant Agreement or (vi) any applicable securities laws. Any Encompass Party receiving a Warrant pursuant to this Agreement shall in such respect be a Permitted Transferee pursuant to the LOKB Warrant Agreement. (c) The execution and delivery of this Agreement by the Sponsor does not, and the performance by the Sponsor of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of the Sponsor or (ii) require any consent or approval that has not been given or other action that has not been taken by any person, in each case to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by the Sponsor of its obligations under this Agreement. The Sponsor has full right and power to enter into this Agreement. (d) No consentThe Sponsor is not engaged in a distribution, licenseas such term is used in Regulation M under the Exchange Act, approval or authorization or registration or declaration with, of any Person or with securities of LOKB. The Sponsor shall not engage in any governmental authority, bureau or agency is required in connection with such distribution until after the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made;Closing. (e) The consummation of Sponsor is not entering into the transactions contemplated by this Agreement and to create actual or apparent trading activity in the fulfillment LOKB Class A Common Stock (or any security convertible into or exchangeable for LOKB Class A Common Stock) or to raise or depress or otherwise manipulate the price of the terms hereof do not conflict with, result LOKB Class A Common Stock (or any security convertible into or exchangeable for the LOKB Class A Common Stock) or otherwise in any breach of any violation of the terms Exchange Act. The Sponsor has not entered into or altered, and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or operating agreement of the Sponsor, or any material indenture, agreement or other instrument to which agrees that the Sponsor is a party will not enter into or by which it is bound; nor result in the creation alter, any corresponding or imposition of any Lien upon any of its properties pursuant hedging transaction or position with respect to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Sponsor’s knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual CertificatesLOKB Class A Common Stock.

Representations and Warranties of the Sponsor. The Sponsor makes the following representations and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy. (a) The Sponsor is duly organized and validly existing as a Delaware limited liability company corporation with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to this Agreement and the Basic Operative Documents; (b) It is duly qualified to do business as a foreign company corporation in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Operative Documents requires such qualification; (c) The Sponsor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when executed and delivered by the Sponsor, will constitute the legal, valid and binding obligations of the Sponsor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary corporate action;. The Sponsor has duly executed this Agreement and this Agreement constitutes a legal, valid and binding obligation of the Sponsor enforceable against the Sponsor, in accordance with its terms. (d) No To the best knowledge of the Sponsor, no consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Operative Documents, except for such as have been obtained, effected or made; (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation incorporation or operating agreement by-laws of the Sponsor, or any material indenture, agreement or other instrument to which the Sponsor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Operative Documents); nor violate any law or, to the best of the Sponsor’s 's knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor it or its properties (A) asserting the invalidity of this Agreement or any of the Basic Operative Documents, (B) seeking to prevent the issuance of the Notes Certificates or the Residual Certificates Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Operative Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual Certificates.enforceability

Representations and Warranties of the Sponsor. The Sponsor makes the following representations and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy. (a) The Sponsor is duly organized and validly existing as a Delaware limited liability company corporation with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to this Agreement and the Basic Documents; (b) It is duly qualified to do business as a foreign company corporation in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification; (c) The Sponsor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when executed and delivered by the Sponsor, will constitute the legal, valid and binding obligations of the Sponsor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary corporate action; (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation incorporation or operating agreement by-laws of the Sponsor, or any material indenture, agreement or other instrument to which the Sponsor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Sponsor’s 's knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor it or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual Certificates.

Representations and Warranties of the Sponsor. The Sponsor makes the following representations hereby represents and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes warrants to GigCapital2 and the Residual Certificates and upon which the Insurer relies in issuing the Policy.Company as follows: (a) a. The Sponsor is duly organized the only record and validly existing a beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, the Sponsor Shares (which, as of the date hereof, consists of 4,500,237 shares of GigCapital2 Common Stock), free and clear of Liens other than as created by this Agreement or Sponsor’s organizational documents or the organizational documents of GigCapital2 (including, without limitation, for the purposes hereof, any agreement between or among stockholders of GigCapital2). b. The Sponsor (i) has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to the Sponsor Shares, (ii) has not entered into any voting agreement or voting trust with respect to any of the Sponsor Shares that is inconsistent with the Sponsor’s obligations pursuant to this Agreement, (iii) has not granted a Delaware limited liability company proxy or power of attorney with power and authority respect to own its properties and to conduct its business as such properties are currently owned and such business any of the Sponsor Shares that is presently conducted and is proposed to be conducted inconsistent with the Sponsor’s obligations pursuant to this Agreement and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. c. The Sponsor (i) is a legal entity duly organized, validly existing and, to the Basic Documents; (b) It extent such concept is duly qualified to do business as a foreign company applicable, in good standing, standing under the Laws of the jurisdiction of its organization and (ii) has all requisite limited liability company or other power and authority and has obtained taken all limited liability company or other action necessary licenses in order to, execute, deliver and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of perform its obligations under this Agreement and to consummate the Basic Documents requires such qualification; (c) The Sponsor transactions contemplated hereby. This Agreement has the power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when been duly executed and delivered by the Sponsor, will constitute the legal, Sponsor and constitutes a valid and binding obligations agreement of the Sponsor, Sponsor enforceable against the Sponsor in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar laws Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principles; principles of equity. d. Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by the Sponsor has full power and authority to sell and assign the property from, or to be sold and assigned to and deposited given by the Sponsor to, or be made by the Sponsor with, any Governmental Authority in connection with the Trust execution, delivery and performance by the Sponsor of this Agreement, the consummation of the transactions contemplated hereby or the Merger and the Sponsor has duly authorized such sale and assignment and deposit to other transactions contemplated by the Trust by all necessary action; BCA and the UpHealth BCA. e. The execution, delivery and performance of this Agreement has been duly authorized by the Sponsor does not, and the consummation of the transactions contemplated hereby or the Merger and the other transactions contemplated by all necessary the BCA and the UpHealth BCA will not, constitute or result in (i) a breach or violation of, or a default under, the limited liability company agreement or similar governing documents of the Sponsor, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of the Sponsor pursuant to any contract binding upon the Sponsor or (iii) any change in the rights or obligations of any party under any contract legally binding upon the Sponsor, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the Sponsor’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby, the consummation of the Merger or the other transactions contemplated by the BCA or the UpHealth BCA. f. As of the date of this Agreement, there is no action;, proceeding or investigation pending against the Sponsor or, to the knowledge of the Sponsor, threatened against the Sponsor that questions the beneficial or record ownership of the Sponsor Shares, the validity of this Agreement or the performance by the Sponsor of its obligations under this Agreement. (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency g. The Sponsor understands and acknowledges that each of GigCapital2 and the Company is required entering into the BCA in connection with reliance upon the execution, Sponsor’s execution and delivery or performance of this Agreement and the Basic Documentsrepresentations, except for such as have been obtainedwarranties, effected or made; (e) The consummation covenants and other agreements of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or operating agreement of the Sponsor, or any material indenture, agreement or other instrument to which the Sponsor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Sponsor’s knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual Certificates.contained herein

Representations and Warranties of the Sponsor. The Sponsor makes the following representations hereby represents and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy.warrants as follows: (a) The a. Sponsor is duly organized and validly existing as a Delaware limited liability company with power duly organized or formed, as applicable, validly existing and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to this Agreement and the Basic Documents; (b) It is duly qualified to do business as a foreign company in good standingstanding (or the equivalent thereof, and has obtained all necessary licenses and approvalsif applicable, in all each case, with respect to the jurisdictions in which that recognize the ownership concept of good standing or lease any equivalent thereof) under the Laws of its property, the conduct jurisdiction of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification;formation or organization (as applicable). (c) b. The Sponsor has the requisite limited liability company or other similar power and authority to execute and deliver this Agreement Letter Agreement, to perform its covenants, agreements and obligations hereunder (including, for the avoidance of doubt, those covenants, agreements and obligations hereunder that relate to the provisions of the Merger Agreement), and to carry out its terms; consummate the transactions contemplated hereby. The execution and delivery of this Agreement, when Letter Agreement has been duly authorized by all necessary corporate (or other similar) action on the part of the Sponsor. This Letter Agreement has been duly and validly executed and delivered by the SponsorSponsor and constitutes a valid, will constitute the legal, valid legal and binding obligations agreement of the Sponsor, enforceable against the Sponsor in accordance with its terms, except as such enforceability may be limited by terms (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting generally the enforcement of creditors’ rights generally and subject to general equitable principles; principles of equity. c. The Sponsor is the record owner of the Sponsor Shares and has full power valid, good and authority marketable title to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale Shares, free and assignment clear of all Liens (other than transfer restrictions under applicable Securities Law). d. None of the execution or delivery of this Letter Agreement by the Sponsor, the performance by the Sponsor of any of its covenants, agreements or obligations under this Letter Agreement (including, for the avoidance of doubt, those covenants, agreements and deposit obligations under this Letter Agreement that relate to the Trust provisions of the Merger Agreement) or the consummation of the transactions contemplated hereby will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any breach of any provision of the Sponsor’s organizational documents, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, consent, cancellation, amendment, modification, suspension, revocation or acceleration under, any of the terms, conditions or provisions of any Contract to which the Sponsor is a party, (iii) violate, or constitute a breach under, any Order or applicable Law to which the Sponsor or any of its properties or assets are bound or (iv) result in the creation of any Lien upon the Sponsor Shares, except, in the case of any of clauses (ii) and (iii) above, as would not adversely affect the ability of the Sponsor to perform, or otherwise comply with, any of its covenants, agreements or obligations hereunder in any material respect. e. There is no Action pending or, to the Sponsor’s knowledge, threatened against the Sponsor that, if adversely decided or resolved, would reasonably be expected to adversely affect the ability of the Sponsor to perform, or otherwise comply with, any of its covenants, agreements or obligations under this Letter Agreement in any material respect. f. The Sponsor, on his, her or its own behalf and on behalf of his, her or its Representatives, acknowledges, represents, warrants and agrees that (i) he, she or it has conducted his, her or its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning the Transactions contemplated by all the Merger Agreement and (ii) he, she or it has been furnished with or given access to such documents and information about the Company and its respective businesses and operations as he, she or it and his, her or its Representatives have deemed necessary action; and to enable him, her or it to make an informed decision with respect to the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary action; (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Letter Agreement and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or operating agreement of the Sponsor, or any material indenture, agreement or other instrument to which the Sponsor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Sponsor’s knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual Certificateshereby.

Representations and Warranties of the Sponsor. The Sponsor makes hereby represents, warrants and covenants to the following representations Trustee, the Servicer, the Certificate Insurer and warranties on which to the Owner Trustee relies in accepting Owners as of the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy.Startup Day that: (a) The Sponsor is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and is in good standing as a Delaware limited liability company with foreign corporation in each jurisdiction in which the nature of its business, or the properties owned or leased by it make such qualification necessary. The Sponsor has all requisite corporate power and authority to own and operate its properties and properties, to conduct carry out its business as such properties are currently owned and such business is presently conducted and is as proposed to be conducted pursuant and to this Agreement enter into and the Basic Documents; (b) It is duly qualified to do business as a foreign company in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of discharge its obligations under this Agreement and the Basic other Operative Documents requires such qualification;to which it is a party. (cb) The Sponsor has the power execution and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when executed and delivered by the Sponsor, will constitute the legal, valid and binding obligations of the Sponsor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary action; (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation other Operative Documents to which the Sponsor is a party by the Sponsor and its performance and compliance with the terms of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any other Operative Documents to which it is a party have been duly authorized by all necessary corporate action on the part of the terms Sponsor and provisions of, will not violate the Sponsor's Certificate of Incorporation or Bylaws or constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) a default under, or result in the certificate of formation or operating agreement of the Sponsorbreach of, or any material indenturecontract, agreement or other instrument to which the Sponsor is a party or by which it the Sponsor is bound; nor result in the creation , or imposition violate any statute or any order, rule or regulation of any Lien upon court, governmental agency or body or other tribunal having jurisdiction over the Sponsor or any of its properties pursuant properties. (c) This Agreement and the other Operative Documents to which the Sponsor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Sponsor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) The Sponsor is not in default with respect to any order or decree of any such indenturecourt or any order, agreement 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 Sponsor or its properties or might have consequences that would materially and adversely affect its performance hereunder and under the other instrument Operative Documents to which it is a party. (other than pursuant to the Basic Documents); nor violate any law e) No litigation is pending or, to the best of the Sponsor’s 's knowledge, any order, rule or regulation applicable to threatened against the Sponsor which litigation might have consequences that would prohibit its entering into this Agreement or any other Operative Document to which it is a party, or issuing the Certificates, or that would materially and adversely affect the condition (financial or otherwise) or operations of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or 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. (Af) asserting No certificate of an officer, statement furnished in writing or report delivered pursuant to the invalidity terms hereof by the Sponsor contains any untrue statement of this Agreement a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (g) The statements contained in the Registration Statement which describe the Sponsor or matters or activities for which the Sponsor is responsible in accordance with the Operative Documents or which are attributed to the Sponsor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Sponsor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Sponsor not misleading. To the best of the Basic DocumentsSponsor's knowledge and belief, the Registration Statement does not contain any untrue statement of a material fact required to be stated therein or omit to state any material fact required to be stated therein or necessary to make the statements contained therein not misleading. (Bh) seeking All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to prevent be taken, given or obtained, as the issuance case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which the Sponsor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Notes Certificates and the execution and delivery by the Sponsor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the Residual Certificates case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of any of the transactions contemplated by this Agreement and the other Operative Documents on the part of the Sponsor and the performance by the Sponsor of its obligations under this Agreement and such of the other Operative Documents to which it is a party. (i) The transactions contemplated by this Agreement and the Other Operative Documents to which the Sponsor is a party are in the ordinary course of business of the Sponsor. (j) The Sponsor received fair consideration and reasonably equivalent value in exchange for the sale of the interests in the Mortgage Loans evidenced by the Certificates. (k) The Sponsor did not sell any interest in any Mortgage Loan evidenced by the Certificates with any intent to hinder, delay or defraud any of its respective creditors. (l) The Sponsor is solvent and the Sponsor will not be rendered insolvent as a result of the sale of the Mortgage Loans to the Trust or the sale of the Certificates. 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 Trustee. Upon discovery by any of the Basic DocumentsServicer, (C) seeking the Sponsor, the Certificate Insurer or the Trustee of a breach of any determination or ruling that might of the representations and warranties set forth in Section 3.1 which materially and adversely affect its performance affects the interests of the Owners or of the Certificate Insurer, the party discovering such breach shall give prompt written notice to the other parties. Within 30 days of its obligations underdiscovery or its receipt of notice of breach the Sponsor shall cure such breach in all material respects; provided, or however, that if the validity or enforceability of, this Agreement or any Sponsor can demonstrate to the reasonable satisfaction of the Basic DocumentsCertificate Insurer that it is diligently pursuing remedial action, or (D) seeking to adversely affect then the federal income tax or other federal, state or local tax attributes cure period may be extended with the written approval of the Notes or the Residual Certificates.Certificate Insurer and with notice to each of Xxxxx'x and S&P.

Representations and Warranties of the Sponsor. The Sponsor makes the following representations and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes Securities and the Residual Certificates and Certificates, upon which the Insurer relies in issuing the PolicyPolicy and upon which Xxxxxxx Mac relies in providing the Guarantee. (a) The Sponsor is duly organized and validly existing as a Delaware limited liability company corporation with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to this Agreement and the Basic Documents; (b) It is duly qualified to do business as a foreign company corporation in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification; (c) The Sponsor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when executed and delivered by the Sponsor, will constitute the legal, valid and binding obligations of the Sponsor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary corporate action; (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation incorporation or operating agreement by-laws of the Sponsor, or any material indenture, agreement or other instrument to which the Sponsor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Sponsor’s 's knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor it or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes Securities or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes Securities or the Residual Certificates.

Representations and Warranties of the Sponsor. The Sponsor makes the following representations hereby represents and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes warrants to Goldenstone and the Residual Certificates and upon which the Insurer relies in issuing the Policy.Company as follows: (a) a. The Sponsor is duly organized the only record and validly existing a beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, the Sponsor Shares, free and clear of Liens other than as created by this Agreement or Sponsor’s organizational documents or the organizational documents of Goldenstone (including, without limitation, for the purposes hereof, any agreement between or among stockholders of Goldenstone). b. Except as may be limited by the Letter Agreement and Stock Escrow Agreement entered into in connection with the initial public offering of Goldenstone, the Sponsor (i) has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to the Sponsor Shares, (ii) has not entered into any voting agreement or voting trust with respect to any of the Sponsor Shares that is inconsistent with the Sponsor’s obligations pursuant to this Agreement, (iii) has not granted a Delaware limited liability company proxy or power of attorney with power and authority respect to own its properties and to conduct its business as such properties are currently owned and such business any of the Sponsor Shares that is presently conducted and is proposed to be conducted inconsistent with the Sponsor’s obligations pursuant to this Agreement and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. c. The Sponsor (i) is a legal entity duly organized, validly existing and, to the Basic Documents; (b) It extent such concept is duly qualified to do business as a foreign company applicable, in good standing, standing under the Laws of the jurisdiction of its organization and (ii) has all requisite limited liability company or other power and authority and has obtained taken all limited liability company or other action necessary licenses in order to, execute, deliver and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of perform its obligations under this Agreement and to consummate the Basic Documents requires such qualification; (c) The Sponsor transactions contemplated hereby. This Agreement has the power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when been duly executed and delivered by the Sponsor, will constitute the legal, Sponsor and constitutes a valid and binding obligations agreement of the Sponsor, Sponsor enforceable against the Sponsor in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar laws Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principles; principles of equity. d. Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by the Sponsor has full power and authority to sell and assign the property from, or to be sold and assigned to and deposited given by the Sponsor to, or be made by the Sponsor with, any Governmental Authority in connection with the Trust execution, delivery and performance by the Sponsor of this Agreement, the consummation of the transactions contemplated hereby or the Merger and the Sponsor has duly authorized such sale and assignment and deposit to other transactions contemplated by the Trust by all necessary action; and the BCA. e. The execution, delivery and performance of this Agreement has been duly authorized by the Sponsor does not, and the consummation of the transactions contemplated hereby or the Merger and the other transactions contemplated by all necessary action; the BCA will not, constitute or result in (di) No consenta breach or violation of, licenseor a default under, approval the limited liability company agreement or authorization similar governing documents of the Sponsor, (ii) with or registration without notice, lapse of time or declaration withboth, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any Person benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of the Sponsor pursuant to any contract binding upon the Sponsor or, assuming (solely with any governmental authority, bureau or agency is required in connection with the execution, delivery or respect to performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation of the transactions contemplated by this Agreement and hereby), compliance with the fulfillment of the terms hereof do not conflict withmatters referred to in Section 1, result in under any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or operating agreement of the Sponsor, or any material indenture, agreement or other instrument applicable Law to which the Sponsor is a party subject or by which it is bound; nor result (iii) any change in the creation rights or imposition obligations of any Lien party under any contract legally binding upon any the Sponsor, except, in the case of its properties pursuant to the terms of clause (ii) or (iii) directly above, for any such indenturebreach, agreement violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the Sponsor’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby, the consummation of the Merger or the other instrument (other than pursuant to transactions contemplated by the Basic Documents); nor violate any law BCA. f. As of the date of this Agreement, there is no action, proceeding or investigation pending against the Sponsor or, to the best knowledge of the Sponsor’s knowledge, any order, rule or regulation applicable to threatened against the Sponsor that questions the beneficial or record ownership of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending orShares, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity validity of this Agreement or any of the Basic Documents, (B) seeking to prevent performance by the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance Sponsor of its obligations under, or under this Agreement. g. The Sponsor understands and acknowledges that each of Goldenstone and the validity or enforceability of, Company is entering into the BCA in reliance upon the Sponsor’s execution and delivery of this Agreement or any and the representations, warranties, covenants and other agreements of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual CertificatesSponsor contained in this Agreement.

Representations and Warranties of the Sponsor. The Sponsor makes represents and warrants as of the following representations and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy.date hereof to Investor as follows: (a) The Sponsor is duly organized and organized, validly existing as a Delaware limited liability company with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to this Agreement and the Basic Documents; (b) It is duly qualified to do business as a foreign company in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which standing under the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification; (c) The Sponsor has the power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when executed and delivered by the Sponsor, will constitute the legal, valid and binding obligations laws of the SponsorState of Delaware, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has and the consummation of the transactions contemplated hereby are within the Sponsor’s limited liability company powers and have been duly authorized by all necessary limited liability company actions on the part of the Sponsor. This Agreement has been duly executed and delivered by the Sponsor and, assuming due authorization, execution and delivery by Investor, this Agreement constitutes a legally valid and binding obligation of the Sponsor, enforceable against the Sponsor in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). (b) The Sponsor is the record owner, and has good and marketable title to, all necessary action;of the Transferred Sponsor Shares. There are no Liens or any other limitations or restrictions affecting any of the Transferred Sponsor Shares, other than such limitations or restrictions that exist pursuant to (i) this Agreement, (ii) the CAH Organizational Documents, (iii) the Merger Agreement, (iv) the Registration Rights Agreement, (v) the Amended and Restated Articles, (vi) the Sponsor Agreement, as amended or (vii) any applicable securities laws. Investor shall be a Permitted Transferee pursuant to the Registration Rights Agreement with respect to the Transferred Sponsor Shares. (c) The execution and delivery of this Agreement by the Sponsor does not, and the performance by the Sponsor of its obligations hereunder will not, (i) conflict with or result in a violation of the organizational documents of the Sponsor or (ii) require any consent or approval that has not been given or other action that has not been taken by any person, in each case to the extent such consent, approval or other action would prevent, enjoin or materially delay the performance by the Sponsor of its obligations under this Agreement. The Sponsor has full right and power to enter into this Agreement. (d) No consentThe Sponsor is not engaged in a distribution, licenseas such term is used in Regulation M under the Exchange Act, approval or authorization or registration or declaration with, of any Person or with securities of CAH. The Sponsor shall not engage in any governmental authority, bureau or agency is required in connection with such distribution until after the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made;Closing. (e) The consummation of Sponsor is not entering into the transactions contemplated by this Agreement and to create actual or apparent trading activity in the fulfillment CAH Class A Common Stock (or any security convertible into or exchangeable for CAH Class A Common Stock) or to raise or depress or otherwise manipulate the price of the terms hereof do not conflict with, result CAH Class A Common Stock (or any security convertible into or exchangeable for the CAH Class A Common Stock) or otherwise in any breach of any violation of the terms Exchange Act. The Sponsor has not entered into or altered, and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or operating agreement of the Sponsor, or any material indenture, agreement or other instrument to which agrees that the Sponsor is a party will not enter into or by which it is bound; nor result in the creation alter, any corresponding or imposition of any Lien upon any of its properties pursuant hedging transaction or position with respect to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Sponsor’s knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual CertificatesCAH Class A Common Stock.

Representations and Warranties of the Sponsor. The Sponsor makes the following representations hereby represents and warranties on which warrants to the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy.that: (a) The Sponsor is duly organized and validly existing as a Delaware limited liability company corporation in good standing under the laws of the State of California, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to this Agreement and the Basic Documents;conducted. (b) It is duly qualified to do business as a foreign company in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification; (c) The Sponsor has the power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when executed and delivered by the Sponsor, will constitute the legal, valid and binding obligations of the Sponsor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary corporate action;. (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (ec) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate articles of formation incorporation or operating agreement by-laws of the Sponsor, or any material indenture, agreement or other instrument to which the Sponsor is a party or by which it is bound; nor result in the creation or imposition of any Lien lien upon any of its properties pursuant to the terms terns of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Sponsor’s knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and. (fd) There are no proceedings or investigations pending or, to its knowledge threatened against it or notice of which has been received in writing before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties properties: (Ax) asserting the invalidity of this Agreement or any of the Basic DocumentsAgreement, (By) seeking to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (Cz) seeking any determination or ruling that might should reasonably be expected to materially and adversely affect its the performance by the Sponsor of its obligations under, or the validity or enforceability of, this Agreement. (e) The representations and warranties of the Sponsor in Article III of the Sale and Servicing Agreement are true and correct. (f) The Sponsor has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the Sponsor, enforceable against the Sponsor, in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by the application of equitable principles. (g) The Sponsor is not in default with respect to any order or decree of any court or any order, regulation or demand of the Basic Documentsany federal, state, municipal or (D) seeking to other governmental agency, which default might have consequences that would materially and adversely affect the federal income tax condition (financial or other federal, state otherwise) or local tax attributes operations of the Notes Sponsor or its properties or might have consequences that would materially and adversely affect its performance hereunder. (h) The Sponsor will hold itself out to the Residual Certificatespublic under its own name as a separate and distinct entity from the Issuer and conduct its business so as not to mislead others as to the identity of the Issuer. Without limiting the generality of the foregoing, to the extent that the Sponsor makes on behalf of the Issuer, as administrator of the Issuer, oral and written communications, including without limitation, all letters, invoices, contracts, statements and applications such oral and written communications will be made solely by the Sponsor, as administrator of the Issuer, in the name of the Issuer if they are made on behalf of the Issuer.

Representations and Warranties of the Sponsor. The Sponsor makes the following representations hereby represents and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes warrants to BCAC and the Residual Certificates and upon which the Insurer relies in issuing the Policy.Company as follows: (a) The Sponsor is duly organized the only record and validly existing a beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, the Sponsor Shares (which, as of the date hereof, consists of 1,428,250 shares of BCAC Common Stock), free and clear of Liens other than as created by this Agreement or Sponsor’s organizational documents or the organizational documents of BCAC (including, without limitation, for the purposes hereof, any agreement between or among stockholders of BCAC). (b) The Sponsor (i) has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to the Sponsor Shares, (ii) has not entered into any voting agreement or voting trust with respect to any of the Sponsor Shares that is inconsistent with the Sponsor’s obligations pursuant to this Agreement, (iii) has not granted a Delaware limited liability company proxy or power of attorney with power and authority respect to own its properties and to conduct its business as such properties are currently owned and such business any of the Sponsor Shares that is presently conducted and is proposed to be conducted inconsistent with the Sponsor’s obligations pursuant to this Agreement and the Basic Documents;(iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. (bc) It The Sponsor (i) is a legal entity duly qualified organized, validly existing and, to do business as a foreign company the extent such concept is applicable, in good standing, standing under the Laws of the jurisdiction of its organization and (ii) has all requisite limited liability company or other power and authority and has obtained taken all limited liability company or other action necessary licenses in order to, execute, deliver and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of perform its obligations under this Agreement and to consummate the Basic Documents requires such qualification; (c) The Sponsor transactions contemplated hereby. This Agreement has the power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when been duly executed and delivered by the Sponsor, will constitute the legal, Sponsor and constitutes a valid and binding obligations agreement of the Sponsor, Sponsor enforceable against the Sponsor in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar laws Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principles; principles of equity. (d) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by the Sponsor has full power and authority to sell and assign the property from, or to be sold and assigned to and deposited given by the Sponsor to, or be made by the Sponsor with, any Governmental Authority in connection with the Trust execution, delivery and performance by the Sponsor of this Agreement, the consummation of the transactions contemplated hereby or the Merger and the Sponsor has duly authorized such sale and assignment and deposit to other transactions contemplated by the Trust by all necessary action; and the BCA. (e) The execution, delivery and performance of this Agreement has been duly authorized by the Sponsor does not, and the consummation of the transactions contemplated hereby or the Merger and the other transactions contemplated by all necessary action;the BCA will not, constitute or result in (i) a breach or violation of, or a default under, the limited liability company agreement or similar governing documents of the Sponsor, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of the Sponsor pursuant to any contract binding upon the Sponsor or (iii) any change in the rights or obligations of any party under any contract legally binding upon the Sponsor, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the Sponsor’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby, the consummation of the Merger or the other transactions contemplated by the BCA. (df) No consentAs of the date of this Agreement, licensethere is no action, approval proceeding or authorization investigation pending against the Sponsor or, to the knowledge of the Sponsor, threatened against the Sponsor that questions the beneficial or registration record ownership of the Sponsor Shares, the validity of this Agreement or declaration with, any Person or with any governmental authority, bureau or agency the performance by the Sponsor of its obligations under this Agreement. (g) The Sponsor understands and acknowledges that each of BCAC and the Company is required entering into the BCA in connection with reliance upon the execution, Sponsor’s execution and delivery or performance of this Agreement and the Basic Documentsrepresentations, except for such as have been obtainedwarranties, effected or made; (e) The consummation covenants and other agreements of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or operating agreement of the Sponsor, or any material indenture, agreement or other instrument to which the Sponsor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Sponsor’s knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual Certificates.contained herein

Representations and Warranties of the Sponsor. The Sponsor makes the following representations hereby represents and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes warrants to WinVest, Xtribe PLC and the Residual Certificates and upon which the Insurer relies in issuing the Policy.Company as follows: (a) The Sponsor is duly organized the only record owner and validly existing a beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, the Sponsor Shares and Sponsor Warrants, free and clear of Liens other than as created by this Agreement or Sponsor’s organizational documents or the organizational documents of WinVest. The Sponsor Shares and Sponsor Warrants are the only securities of WinVest owned or controlled by the Sponsor and its Affiliates. (b) The Sponsor (i) has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to the Sponsor Shares and Sponsor Warrants, (ii) has not entered into any voting agreement or voting trust with respect to any of the Sponsor Shares and Sponsor Warrants that is inconsistent with the Sponsor’s obligations pursuant to this Agreement, (iii) has not granted a Delaware limited liability company proxy or power of attorney with power respect to any of the Sponsor Shares and authority to own its properties and to conduct its business as such properties are currently owned and such business Sponsor Warrants that is presently conducted and is proposed to be conducted inconsistent with the Sponsor’s obligations pursuant to this Agreement and the Basic Documents;(iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. (bc) It The Sponsor (i) is a legal entity duly qualified organized, validly existing and, to do business as a foreign company the extent such concept is applicable, in good standing, standing under the Laws of the jurisdiction of its organization and (ii) has all requisite limited liability company or other power and authority and has obtained taken all limited liability company or other action necessary licenses in order to, execute, deliver and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of perform its obligations under this Agreement and to consummate the Basic Documents requires such qualification; (c) The Sponsor transactions contemplated hereby. This Agreement has the power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when been duly executed and delivered by the Sponsor, will constitute the Sponsor and constitutes a legal, valid and binding obligations agreement of the Sponsor, Sponsor enforceable against the Sponsor in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar laws Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance principles of this Agreement has been duly authorized by the Sponsor by all necessary action;equity. (d) No consentOther than the filings, licensenotices and reports pursuant to, approval in compliance with or authorization required to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or registration authorizations are required to be obtained by the Sponsor from, or declaration to be given by the Sponsor to, or be made by the Sponsor with, any Person or with any governmental authority, bureau or agency is required Governmental Authority in connection with the execution, delivery or and performance by the Sponsor of this Agreement and Agreement, the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation of the transactions contemplated hereby or the Mergers and the other transactions contemplated by the Business Combination Agreement. (e) None of the execution or delivery by the Sponsor of this Agreement and nor any Ancillary Document to which it is or will be a party, the fulfillment performance by the Sponsor of its obligations hereunder or thereunder nor the consummation by the Sponsor of the terms hereof do not conflict withTransactions will, directly or indirectly (with or without due notice or lapse of time or both) (i) result in any a violation or breach of any provision of the terms and provisions Governing Documents of WinVest, (ii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration (with or without notice or lapse of timenotice) a default under, the certificate of formation or operating agreement any of the Sponsorterms, conditions or provisions of any material indenture, agreement or other instrument Contract to which the Sponsor is a party party, (iii) violate, or by constitute a breach under, any Order or applicable Law to which it is bound; nor the Sponsor or any of its properties or assets are subject or bound or (iv) result in the creation or imposition of any Lien upon any of its the assets or properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best Permitted Liens) of the Sponsor’s knowledge, any order, rule or regulation applicable to except in the Sponsor case of any court of clauses (ii) through (iv) above, as would not, individually or of any Federal or state regulatory bodyin the aggregate, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; andreasonably be expected to have a WinVest Material Adverse Effect. (f) There are As of the date of this Agreement, there is no proceedings Proceeding or investigations pending orOrder pending, or to its the knowledge of the Sponsor, threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over involving the Sponsor that questions the beneficial or its properties (A) asserting record ownership of the invalidity Sponsor Shares or Sponsor Warrants, the validity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking would reasonably be expected to adversely affect the federal income tax or performance by the Sponsor of its obligations under this Agreement in any material respect. (g) The Sponsor understands and acknowledges that each of WinVest, Xtribe PLC and the Company is entering into the Business Combination Agreement in reliance upon the Sponsor’s execution and delivery of this Agreement and the representations, warranties, covenants and other federal, state or local tax attributes agreements of the Notes or the Residual CertificatesSponsor contained herein.

Representations and Warranties of the Sponsor. The Sponsor makes the following representations and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy. (a) The Sponsor is duly organized and validly existing as a Delaware limited liability company corporation with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to this Agreement and the Basic Documents; (b) It is duly qualified to do business as a foreign company corporation in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification; (c) The Sponsor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when executed and delivered by the Sponsor, will constitute the legal, valid and binding obligations of the Sponsor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary corporate action; (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation incorporation or operating agreement by-laws of the Sponsor, or any material indenture, agreement or other instrument to which the Sponsor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Sponsor’s 's knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual Certificates.

Representations and Warranties of the Sponsor. The Sponsor makes the following representations hereby represents and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy.warrants to SMM as follows: (ai) The Sponsor is duly organized and validly existing as a Delaware limited liability company with power company, duly organized, validly existing and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to this Agreement and in good standing under the Basic Documents;laws of the state of Delaware. (bii) It is duly qualified to do business as a foreign company in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification; (c) The Sponsor has the all requisite power and authority to execute and deliver this Agreement and to carry out its terms; consummate the transactions contemplated hereby. The execution and delivery of this Agreement, when Agreement by the Sponsor and the consummation by the Sponsor of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Sponsor. (iii) This Agreement has been duly executed and delivered by the Sponsor, will constitute the legal, Sponsor and constitutes a valid and binding obligations obligation of the Sponsor, enforceable in accordance with its terms, except as such enforceability may be limited by subject to the effects of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ the rights generally of creditors or general principles of equity. (iv) The execution and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary action; (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation by the Sponsor of the transactions contemplated by this Agreement and hereby will not (A) violate any provision of any existing law, statute, rule, regulation or ordinance applicable to the fulfillment of the terms hereof do not Sponsor or (B) conflict with, result in any breach of any or constitute a default under (1) the Operating Agreement or other similar organizational documents of the terms and provisions ofSponsor (“Organizational Documents”), (2) any order, writ, judgment, award or constitute (with decree of any court, governmental authority, bureau or without notice or lapse of time) a default under, the certificate of formation or operating agreement of the Sponsor, or any material indenture, agreement or other instrument agency to which the Sponsor is a party or by which it the Sponsor may be bound or (3) any contract or other agreement or undertaking to which the Sponsor is a party or by which the Sponsor may be bound; nor result . (v) No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality, is required by or with respect to the Sponsor in connection with the creation execution and delivery of this Agreement or imposition the consummation by the Sponsor of the transactions contemplated hereby. (vi) The Sponsor has, and upon transfer by the Sponsor of the Founders Shares being transferred by the Sponsor hereunder SMM will have, good and marketable title to the Founders Shares, free and clear of any Lien upon claims, liens, encumbrances, security interests, restrictions and adverse claims of any kind or nature whatsoever other than the restrictions on resale under the Securities Act of its properties pursuant 1933, as amended, (“Securities Act”) and state securities laws and subject to the terms and conditions of the Insider Letter (as defined herein) and the Escrow Agreement (as defined herein). There are no outstanding subscriptions, options, warrants, rights, contracts, understandings or agreements to purchase or otherwise acquire the Founders Shares. (vii) The Sponsor is party to that certain Registration Rights Agreement, dated as of February 3, 2021, by and among the SPAC and the Sponsor (the “Registration Rights Agreement”). The Registration Rights Agreement is valid and binding on the Sponsor in accordance with its terms and is in full force and effect. Neither the Sponsor nor the SPAC is in breach of or default under (or is alleged to be in breach of or default under), or has provided or received any notice of any such indentureintention to terminate, agreement the Registration Rights Agreement. No event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under the Registration Rights Agreement or result in a termination thereof or would cause or permit the acceleration or other instrument changes of any right or obligation or the loss of any benefit thereunder. A complete and correct copy of the Registration Rights Agreement (other than pursuant including all modifications, amendments and supplements thereto and waivers thereunder) has been made available to SMM. The Sponsor has all requisite power and authority to assign its rights under the Registration Rights Agreement to the Basic Documents); nor Sponsor with respect to the Founder Shares being transferred to SMM hereunder and such assignment will not (A) violate any law orprovision of any existing law, to the best of the Sponsor’s knowledgestatute, any orderrule, rule regulation or regulation ordinance applicable to the Sponsor or (B) conflict with, result in any breach of any court or constitute a default under (1) the Organizational Documents of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and the SPAC, (f2) There are no proceedings any order, writ, judgment, award or investigations pending or, to its knowledge threatened against it before decree of any court, regulatory bodygovernmental authority, administrative bureau or agency to which the Sponsor is a party or by which the Sponsor may be bound or (3) any contract or other tribunal agreement or governmental instrumentality having jurisdiction over undertaking to which the Sponsor is a party or by which the Sponsor may be bound, including the Registration Rights Agreement. Sponsor may assign its rights under the Registration Rights Agreement in accordance with Section 6.2 thereof and, following the Sponsor’s assignment of its registration rights under the Registration Rights Agreement to SMM with respect to the Founders Shares being transferred to SMM hereunder and execution by SMM of a joinder agreement to the Registration Rights Agreement, SMM shall be a “holder” under the Registration Rights Agreement and shall be entitled to all of the rights of a “holder” under the Registration Rights Agreement, subject to the terms and conditions thereof. (viii) With the exception of the payables listed on Exhibit C hereto, there are no other billed or unbilled amounts due by the Sponsor or its properties (A) asserting the invalidity of this Agreement or any SPAC as of the Basic Documents, (B) seeking date of Closing that will be required to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated be paid by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual CertificatesSMM post-Closing.

Representations and Warranties of the Sponsor. The Sponsor makes represents and warrants to, and agrees with, each Underwriter, as of the following representations and warranties on which date of the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy.Underwriting Agreement, as follows: (a) The Sponsor is duly organized Registration Statement including a prospectus relating to the Securities and validly existing as a Delaware limited liability company the offering thereof from time to time in accordance with power and authority to own its properties and to conduct its business as such properties are currently owned Rule 415 under the 1933 Act has been filed with the Commission and such business is presently conducted Registration Statement, as amended to the date of the Underwriting Agreement, has become effective. No stop order suspending the effectiveness of such Registration Statement has been issued and is proposed no proceeding for that purpose has been initiated or threatened by the Commission. A prospectus supplement specifically relating to the Offered Securities will be filed with the Commission pursuant to Rule 424 under the 1933 Act; provided, however, that a supplement to the Prospectus prepared pursuant to Section 5(b) hereof shall be deemed to have supplemented the Base Prospectus only with respect to the Offered Securities to which it relates. The conditions to the use of a registration statement on Form S-3 under the 1933 Act, as set forth in the General Instructions on Form S-3, and the conditions of Rule 415 under the 1933 Act, have been satisfied with respect to the Sponsor and the Registration Statement. There are no contracts or documents of the Sponsor that are required to be conducted filed as exhibits to the Registration Statement pursuant to this Agreement the 1933 Act or the rules and the Basic Documents;regulations thereunder that have not been so filed. (b) It is duly qualified On the effective date of the Registration Statement, the Registration Statement and the Base Prospectus conformed in all material respects to do business as a foreign company in good standingthe requirements of the 1933 Act and the rules and regulations thereunder, and has obtained all did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary licenses to make the statements therein not misleading; on the date of the Underwriting Agreement and approvalsas of the Closing Date, the Registration Statement and the Prospectus conform, and as amended or supplemented, if applicable, will conform in all jurisdictions in which material respects to the ownership or lease requirements of its property, the conduct of its business 1933 Act and the performance rules and regulations thereunder, and on the date of its obligations under this the Underwriting Agreement and as of the Basic Documents requires Closing Date, neither of such qualification; (c) The Sponsor has documents, any Computational Materials nor any ABS Term Sheets includes any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the power statements therein not misleading, and authority to execute and deliver this Agreement and to carry out its terms; this Agreementneither of such documents as amended or supplemented, when executed and delivered by the Sponsorif applicable, will constitute the legal, valid and binding obligations include any untrue statement of the Sponsor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium a material fact or other similar laws affecting creditors’ rights generally and general equitable principles; the Sponsor has full power and authority omit to sell and assign the property state any material fact required to be sold and assigned stated therein or necessary to and deposited with make the Trust and statements therein not misleading; provided, however, that the Sponsor has duly authorized foregoing does not apply to statements or omissions in any of such sale and assignment and deposit documents based upon written information furnished to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary action; (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except Underwriter specifically for such as have been obtained, effected or made; (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or operating agreement of the Sponsor, or any material indenture, agreement or other instrument to which the Sponsor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Sponsor’s knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual Certificates.use therein. "Computational Materials" shall mean those materials

Representations and Warranties of the Sponsor. The Sponsor makes hereby represents and warrants as follows as of the following date hereof; provided, that, to the extent such representations and warranties on which are given only as of a specified date or dates, the Owner Trustee relies in accepting the Owner Trust Estate in trust Sponsor only make such representations and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy.warranties as of such date or dates: (a) From the date hereof and at all times subsequent thereto up to and including the date on which the last Offering is terminated (the “Offerings Termination Date”), the Memoranda will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor makes no warranty or representation with respect to any statement contained in or omitted from the Memoranda made in reliance upon and in conformity with information furnished in writing to the Sponsor by the Dealer Manager or any Participating Distribution Agent expressly for use in the Memoranda. (b) The Sponsor is duly organized and validly existing as a Delaware limited liability company duly and validly formed and existing under the laws of the State of Delaware, with all requisite power and authority to own its properties enter into this Agreement and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to this Agreement and described in the Basic Documents; (b) It is duly qualified to do business as a foreign company in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification;Memoranda. (c) The Sponsor has the power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when executed and delivered by the Sponsor, will constitute the legal, valid and binding obligations of the Sponsor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary action; (d) No consent, licenseapproval, approval or authorization or registration other order of any court or declaration withother governmental agency, any Person authority or with any governmental authority, bureau body has been or agency is required in connection with the execution, execution or delivery or performance of this Agreement and or for the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation of the transactions contemplated herein by this Agreement the Sponsor or any Trust except as may be required under the Securities Act, and the fulfillment applicable rules and regulations of the terms hereof do not conflict withSEC promulgated under the Securities Act (the “Rules and Regulations”), result or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by the Financial Industry Regulatory Authority, Inc. (“FINRA”) or under the applicable “blue sky” or other state securities laws. (d) Except as disclosed in any breach of the Memoranda (as amended or supplemented), there are no actions, suits or proceedings against, or investigations of, the Sponsor or any of its subsidiaries pending or, to the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or operating agreement knowledge of the Sponsor, or any material indenture, agreement or other instrument to which threatened against the Sponsor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Sponsor’s knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it subsidiaries before any court, arbitrator, regulatory body, administrative agency or other tribunal tribunal, domestic or governmental instrumentality having jurisdiction over foreign, that would reasonably be expected, individually or in the aggregate, to cause a Sponsor MAE (as defined below). “Sponsor MAE” means any event, circumstance, occurrence, fact, condition, change or its properties effect, individually or in the aggregate, that is, or could reasonably be expected to be, materially adverse to (A) asserting the invalidity of this Agreement condition, financial or any otherwise, earnings, business, affairs or prospects of the Basic Documents, Sponsor and its subsidiaries considered as a whole or (B) seeking to prevent the issuance ability of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by Sponsor to perform its obligations under this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, of this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual CertificatesDST Interests.

Representations and Warranties of the Sponsor. The Sponsor makes the following representations and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy. (a) The Sponsor is duly organized hereby represents and validly existing as a Delaware limited liability company with power and authority warrants to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant each of the other parties to this Agreement and for the Basic Documents;benefit of the Certificateholders, as of the Closing Date, that: (bi) It The Sponsor is a corporation duly qualified to do business as a foreign company organized, validly existing and in good standingstanding under the laws of the State of Delaware. (ii) The execution and delivery of this Agreement by the Sponsor, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance and compliance with the terms of this Agreement by the Sponsor, will not violate the Sponsor's certificate of incorporation or bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is a party or which is applicable to it or any of its obligations under this Agreement and the Basic Documents requires such qualification;assets. (ciii) The Sponsor has the power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when executed and delivered by the Sponsor, will constitute the legal, valid and binding obligations of the Sponsor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles; the Sponsor has full power and authority to sell enter into and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor consummate all transactions contemplated by this Agreement, has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement Agreement, and has been duly authorized executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal and binding obligation of the Sponsor, enforceable against the Sponsor by all necessary action;in accordance with the terms hereof, subject to (dA) No consentapplicable bankruptcy, licenseinsolvency, approval reorganization, moratorium and other laws affecting the enforcement of creditors' rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or authorization or registration or declaration withat law. (v) The Sponsor is not in violation of, any Person or with any governmental authority, bureau or agency is required in connection with the execution, and its execution and delivery or performance of this Agreement and its performance and compliance with the Basic Documentsterms of this Agreement will not constitute a violation of, except for any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Sponsor's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the Sponsor to perform its obligations under this Agreement or the financial condition of the Sponsor. (vi) The transfer of the Mortgage Loans to the Trustee as contemplated herein requires no regulatory approval, other than any such approvals as have been obtained, effected and is not subject to any bulk transfer or made;similar law in effect in any applicable jurisdiction. (evii) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or operating agreement of the Sponsor, or any material indenture, agreement or other instrument to which the Sponsor No litigation is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law pending or, to the best of the Sponsor’s 's knowledge, any order, rule or regulation applicable to threatened against the Sponsor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over which would prohibit the Sponsor or its properties; and (f) There are no proceedings or investigations pending from entering into this Agreement or, in the Sponsor's good faith and reasonable judgment, is likely to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over materially and adversely affect either the ability of the Sponsor or to perform its properties (A) asserting the invalidity of obligations under this Agreement or the financial condition of the Sponsor. (b) Upon discovery by any of the Basic Documents, (B) seeking to prevent the issuance parties hereto of the Notes or the Residual Certificates or the consummation a breach of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might foregoing representations and warranties which materially and adversely affect its performance affects the interests of its obligations under, or the validity or enforceability of, this Agreement Certificateholders or any party hereto, the party discovering such breach shall give prompt written notice to each of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual Certificatesparties hereto.

Representations and Warranties of the Sponsor. The Sponsor makes hereby represents and warrants to the following representations and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy.Company as follows: (a) The Sponsor is duly organized the only record holder and validly existing beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, the Covered Shares, free and clear of Liens other than as a Delaware limited liability company with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to created by this Agreement and or the Basic Documents;SPAC Governing Documents (including, for the purposes hereof, any agreement between or among stockholders of SPAC). As of the date hereof, other than the Covered Shares, the Sponsor does not own beneficially or of record any shares of SPAC Capital Stock (or any securities convertible into shares of SPAC Capital Stock) or any interest therein. (b) It The Sponsor (i) except as provided in this Agreement, has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to the Covered Shares, (ii) has not entered into any voting agreement or voting trust with respect to any of the Covered Shares that is inconsistent with the Sponsor’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of the Sponsor’s Covered Shares that is inconsistent with the Sponsor’s obligations pursuant to this Agreement, and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. (c) The Sponsor (i) is a legal entity duly qualified organized, validly existing and, to do business as a foreign company the extent such concept is applicable, in good standingstanding under the Laws of the jurisdiction of its organization, and (ii) has obtained all requisite limited liability company or other power and authority and has taken all limited liability company or other action necessary licenses in order to, execute, deliver and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of perform its obligations under this Agreement and to consummate the Basic Documents requires such qualification; (c) The Sponsor transactions contemplated hereby. This Agreement has the power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when been duly executed and delivered by the Sponsor, will constitute the legal, Sponsor and constitutes a valid and binding obligations agreement of the Sponsor, Sponsor enforceable against the Sponsor in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar laws Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principles; principles of equity. (d) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by the Sponsor has full power and authority to sell and assign the property from, or to be sold and assigned to and deposited given by the Sponsor to, or be made by the Sponsor with, any Governmental Authority in connection with the Trust execution, delivery and performance by the Sponsor of this Agreement, the consummation of the transactions contemplated hereby or the Mergers and the Sponsor has duly authorized such sale and assignment and deposit to other transactions contemplated by the Trust by all necessary action; and the Merger Agreement. (e) The execution, delivery and performance of this Agreement has been duly authorized by the Sponsor does not, and the consummation of the transactions contemplated hereby or the Mergers and the other transactions contemplated by all necessary action; the Merger Agreement will not, constitute or result in (di) No consenta breach or violation of, licenseor a default under, approval the limited liability company agreement or authorization similar governing documents of the Sponsor, (ii) with or registration without notice, lapse of time or declaration withboth, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any Person benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of the Sponsor pursuant to any Contract binding upon the Sponsor or, assuming (solely with any governmental authority, bureau or agency is required in connection with the execution, delivery or respect to performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation of the transactions contemplated by this Agreement and hereby) compliance with the fulfillment of the terms hereof do not conflict withmatters referred to in Section 3(d), result in under any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or operating agreement of the Sponsor, or any material indenture, agreement or other instrument applicable Law to which the Sponsor is a party subject or by which it is bound; nor result (iii) any change in the creation rights or imposition obligations of any Lien party under any Contract legally binding upon any the Sponsor, except, in the case of its properties pursuant to the terms of clause (ii) or (iii) directly above, for any such indenturebreach, agreement violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the Sponsor’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby, the consummation of the Mergers or the other instrument transactions contemplated by the Merger Agreement. (other than pursuant to f) As of the Basic Documents); nor violate any law date of this Agreement, there is no action, proceeding or investigation pending against the Sponsor or, to the best knowledge of the Sponsor’s knowledge, any order, rule or regulation applicable to threatened against the Sponsor that questions the beneficial or record ownership of any court or of any Federal or state regulatory bodythe Covered Shares, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity validity of this Agreement or the performance by the Sponsor of its obligations under this Agreement. (g) Neither the Sponsor nor any of its Affiliates has ever been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. (h) The Sponsor understands and acknowledges that PubCo, the Basic DocumentsSPAC and the Company are entering into the Merger Agreement in reliance upon the Sponsor’s execution and delivery of this Agreement and the representations, (B) seeking to prevent the issuance warranties, covenants and other agreements of the Notes Sponsor contained herein. (i) Txx Mxxx Xx is the sole member and is the manager of the Sponsor. (j) No investment banker, broker, finder or other intermediary is entitled to any broker’s, finder’s, financial advisor’s or other similar fee or commission for which PubCo, SPAC or the Residual Certificates Company is or the consummation of any of will be liable in connection with the transactions contemplated hereby based upon arrangements made by this Agreement or any Sponsor in its capacity as a stockholder of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual CertificatesSPAC.

Representations and Warranties of the Sponsor. The Sponsor makes the following representations hereby represents and warranties on which warrants to the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Note Insurer relies in issuing the Policy.that: (a) The Sponsor is duly organized and validly existing as a Delaware limited liability company corporation in good standing under the laws of the State of California, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to this Agreement and the Basic Documents;conducted. (b) It is duly qualified to do business as a foreign company in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification; (c) The Sponsor has the power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when executed and delivered by the Sponsor, will constitute the legal, valid and binding obligations of the Sponsor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary corporate action;. (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (ec) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate articles of formation incorporation or operating agreement by-laws of the Sponsor, or any material indenture, agreement or other instrument to which the Sponsor is a party or by which it is bound; nor result in the creation or imposition of any Lien lien upon any of its properties pursuant to the terms terns of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Sponsor’s knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and. (fd) There are no proceedings or investigations pending or, to its knowledge threatened against it or notice of which has been received in writing before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties properties: (Ax) asserting the invalidity of this Agreement or any of the Basic DocumentsAgreement, (By) seeking to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (Cz) seeking any determination or ruling that might should reasonably be expected to materially and adversely affect its the performance by the Sponsor of its obligations under, or the validity or enforceability of, this Agreement. (e) The representations and warranties of the Sponsor in Article III of the Sale and Servicing Agreement are true and correct. (f) The Sponsor has duly executed and delivered this Agreement, and this Agreement constitutes the legal, valid and binding obligation of the Sponsor, enforceable against the Sponsor, in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by the application of equitable principles. (g) The Sponsor is not in default with respect to any order or decree of any court or any order, regulation or demand of the Basic Documentsany federal, state, municipal or (D) seeking to other governmental agency, which default might have consequences that would materially and adversely affect the federal income tax condition (financial or other federal, state otherwise) or local tax attributes operations of the Notes Sponsor or its properties or might have consequences that would materially and adversely affect its performance hereunder. (h) The Sponsor will hold itself out to the Residual Certificatespublic under its own name as a separate and distinct entity from the Trust and conduct its business so as not to mislead others as to the identity of the Trust. Without limiting the generality of the foregoing, to the extent that the Sponsor makes on behalf of the Trust, as administrator of the Trust, oral and written communications, including without limitation, all letters, invoices, contracts, statements and applications such oral and written communications will be made solely by the Sponsor, as administrator of the Trust, in the name of the Trust if they are made on behalf of the Trust.

Representations and Warranties of the Sponsor. The Sponsor makes represents and warrants to the following representations and warranties on Selling Agent, as follows: (a) The Certificate of Formation (the "Certificate of Formation") pursuant to which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes Platform has been formed and the Residual Certificates Limited Liability Company Agreement of the Platform and the Separate Series Agreement of each Series (collectively, the "LLC Agreement") each provides for the subscription for and sale of each Series' units of limited liability company interest ("Units"). All actions required to be taken by the Sponsor and each Series as a condition to the sale of the Units to subscribers who qualify as "accredited investors" within the meaning of the Securities Act of 1933, as amended (the "1933 Act"), and as limited in the Memorandum, has been, or prior to each Closing Time, as defined in Section 2 hereof, will have been taken; and, upon which payment of the Insurer relies consideration therefor specified in issuing all accepted Subscription Agreements, the PolicyUnits will constitute valid limited liability company interests in the applicable Series. (ab) The Platform is a limited liability company duly organized pursuant to the Certificate of Formation and the Act and validly existing under the laws of the State of Delaware with full power and authority to conduct its business and operations, as described in the Memorandum. (c) Each Series is a series of limited liability company interest of the Platform duly organized pursuant to the LLC Agreement and the Act and validly existing under the laws of the State of Delaware with full power and authority to conduct its business and operations, as described in the Memorandum; each Series has received or will receive a certificate of authority to do business in the State of New York as provided by the New York Limited Liability Company Law. (d) The Sponsor is duly organized and validly existing and in good standing as a corporation under the laws of the State of Delaware limited liability company with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to this Agreement and the Basic Documents; (b) It is duly qualified to do business in good standing as a foreign company corporation under the laws of the State of Illinois and in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions each other jurisdiction in which the ownership nature or lease of its property, the conduct of its business requires such qualification and the performance of failure to so qualify would materially adversely affect each Series' or the Sponsor's ability to perform its obligations under this Agreement hereunder. (e) Each Series and the Basic Documents requires such qualification; (c) The Sponsor has the have full power and authority under applicable law to execute perform their respective obligations under the LLC Agreement, the escrow agreement relating to the offering of the Units (the "Escrow Agreement") and deliver this Agreement and to carry out its terms; this Agreement, when as described in the Memorandum. (f) The Memorandum as of its date of issue and at Closing Time will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which such statements were made, not misleading. This representation and warranty shall not, however, apply to any statement or omission in the Memorandum made in reliance upon and in conformity with information relating to the Trading Advisors and furnished or approved in writing by the Trading Advisors, it being acknowledged that each Trading Advisor has approved the information relating to such Trading Advisor or its principals as set forth in the Memorandum. (g) Since the respective dates as of which information is given in the Memorandum, there has not been any material adverse change in the condition, financial or otherwise, business or prospects of the Sponsor or any Series, whether or not arising in the ordinary course of business. (h) The LLC Agreement, the Escrow Agreement and this Agreement have each been duly and validly authorized, executed and delivered by the Sponsor, will constitute each Series and/or the legalPlatform, valid and each constitutes a valid, binding obligations and enforceable agreement of the Sponsor, enforceable each Series and/or the Platform, in accordance with its terms. (i) The execution and delivery of the LLC Agreement, except as the Escrow Agreement and this Agreement, the incurrence of the obligations set forth in such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust agreements and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary action; (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation of the transactions contemplated by this Agreement therein and in the fulfillment of the terms hereof do Memorandum will not conflict with, result in any constitute a breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or operating agreement of any instrument by which either the Sponsor, any Series or any material indenture, agreement the Platform is bound or other instrument to which the Sponsor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Sponsor’s knowledge, any order, rule or regulation applicable to the Sponsor Sponsor, any Series or the Platform of any court or of any Federal governmental body or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor Sponsor, any Series or its properties; andthe Platform. (fj) There are no proceedings or investigations pending is not pending, or, to its the best of the Sponsor's knowledge threatened against it threatened, any action, suit or proceeding before or by any court, regulatory body, administrative agency court or other tribunal governmental body to which the Sponsor, any Series or governmental instrumentality having jurisdiction over the Sponsor Platform is a party, or its properties (A) asserting the invalidity of this Agreement or to which any of the Basic Documents, (B) seeking to prevent the issuance assets of the Notes Sponsor, any Series or the Residual Certificates Platform is subject, which is not referred to in the Memorandum and which might reasonably be expected to result in any material adverse change in the condition (financial or otherwise), business or prospects of the Sponsor, any Series or the consummation Platform. The Sponsor has not received any notice of an investigation or warning letter from the National Futures Association ("NFA") or the Commodity Futures Trading Commission ("CFTC") regarding non-compliance by the Sponsor with the Commodity Exchange Act (the "Commodity Act") or the regulations thereunder. (k) The Sponsor has all federal and state governmental, regulatory and commodity exchange approvals and licenses, and has effected all filings and registrations with federal and state governmental agencies required to conduct its business and to act as described in the Memorandum or required to perform its obligations as described under the LLC Agreement and this Agreement, and the performance of such obligations will not contravene or result in a breach of any provision of its certificate of incorporation, by-laws or any agreement, order, law or regulation binding upon it. The principals of the transactions Sponsor identified in the Memorandum each has passed such licensing requirements as may be required to act in the manner described in the Memorandum. (l) The Platform and each Series have obtained all necessary federal or state governmental, regulatory or commodity exchange approvals or licenses, if any, and have made all necessary filings or registrations with federal or state governmental agencies, if any, in order to conduct their business, to act as contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially Memorandum and adversely affect its performance of its obligations under, or to issue and sell the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual CertificatesUnits.

Representations and Warranties of the Sponsor. The Sponsor makes hereby represents and warrants to the following representations Company and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy.SPAC as follows: (a) The Sponsor is duly organized the record and validly existing beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, the Covered Securities, free and clear of Liens other than as a Delaware limited liability company with power created by this Agreement, that certain letter agreement, dated as of March 16, 2021, by and authority to between SPAC and Sponsor (the “Insider Letter”), the Investors’ Rights Agreement, and Permitted Liens. As of the date hereof, other than the Covered Securities, Sponsor does not own its properties and to conduct its business beneficially or of record any share capital of SPAC (or any securities, including warrants exercisable, convertible or exchangeable into share capital of SPAC). (b) Sponsor (i) except as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to provided in this Agreement and the Basic Documents; Insider Letter, has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to the Covered Securities, which are entitled to vote, (bii) It has not entered into any voting agreement or voting trust or any other agreement or arrangement, including any proxy, consent or power of attorney, with respect to any of the Covered Securities, which are entitled to vote, that is duly qualified inconsistent with Sponsor’s obligations pursuant to do business as this Agreement, (iii) has not granted a foreign company in good standingproxy or power of attorney with respect to any of the Covered Securities, which are entitled to vote, that is inconsistent with Sponsor’s obligations pursuant to this Agreement, and has obtained all necessary licenses no knowledge and approvalsis not aware of any such proxy or power of attorney in effect, and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement, and has no knowledge and is not aware of any such agreement or undertaking. (c) Sponsor (i) is a legal entity duly organized, validly existing and, to the extent such concept is applicable, in all jurisdictions in which good standing under the ownership or lease Laws of the jurisdiction of its propertyorganization, the conduct of its business and the performance of (ii) has all requisite corporate or other power and authority and has taken all corporate or other action necessary in order to, execute, deliver and perform its obligations under this Agreement and to consummate the Basic Documents requires such qualification; (c) The Sponsor transactions contemplated hereby. This Agreement has the power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when been duly executed and delivered by the Sponsor, will constitute the legal, Sponsor and constitutes a valid and binding obligations agreement of the Sponsor, Sponsor enforceable against Sponsor in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar laws Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principles; principles of equity. (d) Other than the Sponsor has full power filings, notices and authority to sell and assign the property reports pursuant to, in compliance with or required to be sold and assigned made under the Exchange Act, if any, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to and deposited be obtained by Sponsor from, or to be given by Sponsor to, or be made by Sponsor with, any Governmental Entity in connection with the Trust execution, delivery and performance by Sponsor of this Agreement, the consummation of the transactions contemplated hereby or the Mergers and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the other Transactions. (e) The execution, delivery and performance of this Agreement has been duly authorized by Sponsor do not, and the consummation of the transactions contemplated hereby or the Mergers and the other Transactions will not, constitute or result in (i) a breach or violation of, or a default under, the Organizational Documents of Sponsor by all necessary action; (dif Sponsor is not a natural person), (ii) No consentwith or without notice, licenselapse of time or both, approval a breach or authorization violation of, a termination (or registration right of termination) of or declaration witha default under, the loss of any Person benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of Sponsor pursuant to any Contract binding upon Sponsor or, assuming (solely with any governmental authority, bureau or agency is required in connection with the execution, delivery or respect to performance of this Agreement and the Basic Documentstransactions contemplated hereby), except compliance with the matters referred to in Section 10(d), under any Law to which Sponsor is subject, or (iii) any change in the rights or obligations of any party under any Contract legally binding upon Sponsor, except, in the case of clause (ii) or (iii) directly above, for any such as have been obtainedbreach, effected violation, termination, default, creation, acceleration or made; (e) The change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair Sponsor’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby, the consummation of the Mergers or the other Transactions. (f) As of the date of this Agreement, there is no action, proceeding or investigation pending against Sponsor or, to the knowledge of Sponsor, threatened against Sponsor that questions the beneficial or record ownership of the Covered Securities, that would reasonably be expected to question the validity of this Agreement or to prevent or materially impair, enjoin or delay the ability of Sponsor to perform its obligations under this Agreement or to consummate the transactions contemplated by hereby. (g) Sponsor understands and acknowledges that SPAC, PubCo, and the Company are entering into the Business Combination Agreement in reliance upon Sponsor’s execution and delivery of this Agreement and the fulfillment representations, warranties, covenants and other agreements of Sponsor contained herein. (h) Except as described in the terms hereof do not conflict withSPAC Disclosure Letter, result in any breach of any of the terms and provisions ofno investment banker, or constitute (with or without notice or lapse of time) a default underbroker, the certificate of formation or operating agreement of the Sponsor, or any material indenture, agreement finder or other instrument intermediary is entitled to which the Sponsor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenturebroker’s, agreement finder’s, financial advisor’s or other instrument (other than pursuant to similar fee or commission for which SPAC or the Basic Documents); nor violate any law Company is or will be liable in connection with the transactions contemplated hereby based upon arrangements made by or, to the best knowledge of the Sponsor’s knowledge, any order, rule or regulation applicable to the Sponsor on behalf of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual CertificatesSponsor.

Representations and Warranties of the Sponsor. The Sponsor makes hereby represents and warrants to the following representations and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy.Buyers as follows: (ai) The Sponsor is duly organized and validly existing as a Delaware limited liability company with has all requisite power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to this Agreement and the Basic Documents; (b) It is duly qualified to do business as a foreign company in good standingenter into, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification; (c) The Sponsor has the power and authority to execute and deliver this Agreement and to carry out its terms; consummate the Transaction and the other transactions contemplated hereby. The execution and delivery of this Agreement, when Agreement by the Sponsor and the consummation by the Sponsor of the Transaction and the other transactions contemplated hereby have been duly authorized by all necessary action on the part of the Sponsor. (ii) This Agreement has been duly executed and delivered by the SponsorSponsor and, will constitute assuming the legaldue authorization, execution and delivery of this Agreement by each other Party, constitutes a valid and binding obligations obligation of the Sponsor, enforceable in accordance with its terms, except as such enforceability may be limited by subject to the effects of bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ the rights generally of creditors or general principles of equity. (iii) The execution and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary action; (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation by the Sponsor of the transactions contemplated by this Agreement and hereby will not (A) violate any provision of any existing law, statute, rule, regulation or ordinance applicable to the fulfillment of the terms hereof do not Sponsor or (B) conflict with, result in any breach of any or constitute a default under (1) the organizational documents of the terms and provisions ofSponsor (“Organizational Documents”), (2) any order, writ, judgment, award or constitute (with decree of any court, governmental authority, bureau or without notice or lapse of time) a default under, the certificate of formation or operating agreement of the Sponsor, or any material indenture, agreement or other instrument agency to which the Sponsor is a party or by which it is bound; nor result in the creation Sponsor may be bound or imposition of (3) any Lien upon any of its properties pursuant to the terms of any such indenture, contract or other agreement or other instrument undertaking to which the Sponsor is a party or by which the Sponsor may be bound. (other than pursuant to the Basic Documents); nor violate any law oriv) No consent, to the best of the Sponsor’s knowledgeapproval, order or authorization of, or registration, declaration or filing with, any order, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory bodycourt, administrative agency or commission or other governmental instrumentality having jurisdiction over authority or instrumentality, is required by or with respect to the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over in connection with the Sponsor or its properties (A) asserting the invalidity execution and delivery of this Agreement or any the consummation by the Sponsor of the Basic DocumentsTransaction and the other transactions contemplated hereby. (v) The Sponsor has, (B) seeking to prevent and upon transfer by the issuance Sponsor of the Notes or Transferred Securities being transferred by the Residual Certificates or Sponsor hereunder Buyers will have, good and marketable title to the consummation Transferred Securities being transferred by the Sponsor hereunder, free and clear of any Liens other than the restrictions on resale under the Securities Act, and state securities laws and subject to the terms and conditions of the Insider Letter (as defined herein). (vi) There is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of Sponsor who would be entitled to any fee or commission from Sponsor in connection with the transactions contemplated by in this Agreement for which Buyers or any of SPAC would be liable following the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual CertificatesClosing.

Representations and Warranties of the Sponsor. The Sponsor makes the following representations hereby represents and warranties on which warrants to the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy.that: (a) The Sponsor is duly organized and validly existing as a Delaware limited liability company with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted corporate instrumentality of the United States created pursuant to this Agreement and an Act of Congress on July 24, 1970 (Title III of the Basic Documents;Emergency Home Finance Act of 1970, as amended, (b) It The Sponsor is duly qualified to do business as a foreign company in good standingbusiness, and has shall have obtained all necessary licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires shall require such qualification;qualifications. (c) The Sponsor has the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement, when executed and delivered Agreement have been duly authorized by the Sponsor, will constitute the Sponsor by all necessary corporate action. (d) This Agreement is a legal, valid and binding obligations obligation of the Sponsor, enforceable in accordance with its terms, except as such enforceability may be subject to or limited by the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general equitable principles; the Sponsor has full power and authority to sell and assign the property to , regardless of whether such enforceability shall be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary action; (d) No consent, license, approval considered in a proceeding in equity or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made;law. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or operating agreement governing instrument of the Sponsor, Sponsor or any material indenture, agreement or other instrument to which the Sponsor is a party or by which it is bound; nor or result in the creation or imposition of any Lien lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor or violate any law or, to the best of the Sponsor’s knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any Federal federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; andwhich breach, default, conflict, lien or violation in any case would have a material adverse effect on the ability of the Sponsor to perform its obligations under this Agreement. (f) There are no proceedings or investigations pending or, to its knowledge the best of the Sponsor’s knowledge, threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity of this Agreement or any of the Basic DocumentsAgreement, (B) seeking to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might would materially and adversely affect its the performance by the Sponsor of its obligations under, or under this Agreement. (g) The Sponsor shall not take any action (a) that is inconsistent with the validity or enforceability of, this Agreement or any purposes of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual CertificatesTrust set forth in Section 2.03.

Representations and Warranties of the Sponsor. The Sponsor makes hereby represents, warrants and covenants to the following representations Trustee, the Class A-6 Certificate Insurer and warranties on which to the Owner Trustee relies in accepting Owners as of the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy.Startup Day that: (a) The Sponsor is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and is in good standing as a Delaware limited liability company with foreign corporation in each jurisdiction in which the nature of its business, or the properties owned or leased by it make such qualification necessary. The Sponsor has all requisite corporate power and authority to own and operate its properties and properties, to conduct carry out its business as such properties are currently owned and such business is presently conducted and is as proposed to be conducted pursuant and to this Agreement enter into and the Basic Documents; (b) It is duly qualified to do business as a foreign company in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of discharge its obligations under this Agreement and the Basic other Operative Documents requires such qualification;to which it is a party. (cb) The Sponsor has the power execution and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when executed and delivered by the Sponsor, will constitute the legal, valid and binding obligations of the Sponsor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary action; (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation other Operative Documents to which the Sponsor is a party by the Sponsor and its performance and compliance with the terms of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any other Operative Documents to which it is a party have been duly authorized by all necessary corporate action on the part of the terms Sponsor and provisions of, will not violate the Sponsor's Articles of Incorporation or Bylaws or constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) a default under, or result in the certificate of formation or operating agreement of the Sponsorbreach of, or any material indenturecontract, agreement or other instrument to which the Sponsor is a party or by which it the Sponsor is bound; nor result in the creation , or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Sponsor’s knowledge, statute or any order, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory bodycourt, administrative governmental agency or body or other governmental instrumentality tribunal having jurisdiction over the Sponsor or any of its properties; and. (fc) There are no proceedings or investigations pending orThis Agreement and the other Operative Documents to which the Sponsor is a party, to its knowledge threatened assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Sponsor, enforceable against it before any courtin accordance with the terms hereof and thereof, regulatory bodyexcept as the enforcement hereof and thereof may be limited by applicable bankruptcy, administrative agency insolvency, reorganization, moratorium or other tribunal similar laws affecting creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) The Sponsor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documentsagency, (B) seeking to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling which might have consequences that might would materially and adversely affect its performance of its obligations under, the condition (financial or the validity or enforceability of, this Agreement or any of the Basic Documents, or (Dother) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual Certificates.or

Representations and Warranties of the Sponsor. The Sponsor makes the following representations and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy. (a) The Sponsor hereby represents and warrants to the Depositor that as of the date hereof that: (i) The Sponsor is a Delaware corporation duly organized and organized, validly existing as a Delaware limited liability company with and in good standing under the laws governing its creation and existence and has full corporate power and authority to own its properties and property, to conduct carry on its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to enter into and perform its obligations under this Agreement; (ii) The execution and delivery by the Sponsor of this Agreement have been duly authorized by all necessary corporate action on the part of the Sponsor; none of the execution and delivery of this Agreement, the consummation of the transactions herein contemplated or compliance with the provisions hereof will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Sponsor or its properties or the federal stock charter or bylaws of the Sponsor; (iii) The execution, delivery and performance by the Sponsor of this Agreement and the Basic Documentsconsummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (biv) It is This Agreement has been duly qualified to do business as a foreign company in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification; (c) The Sponsor has the power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when executed and delivered by the SponsorSponsor and, will constitute assuming due authorization, execution and delivery by the legalDepositor, constitutes a valid and binding obligations obligation of the Sponsor, Sponsor enforceable against it in accordance with its terms, terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting creditors’ the enforcement of the rights of creditors generally and (B) general equitable principlesprinciples of equity regardless of whether such enforcement is considered in a proceeding in equity or at law; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit and (v) There are no actions, suits or proceedings pending or, to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary action; (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or operating agreement knowledge of the Sponsor, threatened or any material indenturelikely to be asserted against or affecting the Sponsor, agreement or other instrument to which the Sponsor is a party before or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Sponsor’s knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory bodyadministrative agency, administrative agency or other tribunal arbitrator or governmental instrumentality having jurisdiction over the Sponsor or its properties body (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking with respect to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Basic Documents, (C) seeking any determination or ruling that might Sponsor will be determined adversely to the Sponsor and will if determined adversely to the Sponsor materially and adversely affect it or its performance of business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations underunder this Agreement. (b) The representations and warranties of each Transferor with respect to the Mortgage Loans contained in the applicable Transfer Agreement were made as of the date of such Transfer Agreement and brought forward to the Closing Date pursuant to the applicable Bring Down Letter. The representations and warranties of each Transferor with respect to the Mortgage Loans contained in the applicable Bring Down Letter are being made as of the Closing Date. To the extent that any fact, condition or event with respect to a Mortgage Loan constitutes a breach of both (i) a representation or warranty of a Transferor under the validity or enforceability of, this applicable Transfer Agreement or Bring Down Letter and (ii) a representation or warranty of the Sponsor under this Agreement, the sole right or remedy of the Depositor with respect to a breach by the Sponsor of such representation and warranty (other than a breach by the Sponsor of the representations and warranties made pursuant to Sections 1.04(b)(x) and 1.04(b)(xi)) shall be the right to enforce the obligations of the applicable Transferor under any applicable representation or warranty made by it; provided, however, that to the extent any of the Basic Documents(a) Acoustic Home Loans, LLC ("Acoustic"), (b) The CIT Group/Consumer Finance, Inc., The CIT Group/Consumer Finance, Inc. (NY), and The CIT Group/Consumer Finance, Inc. (TN) (collectively "CIT"), (c) ComUnity Lending Incorporated, ("ComUnity"), (d) First Street Financial, Inc. ("First Street"), (e) Fremont Investment & Loan ("Fremont"), (f) Lenders Direct Capital Corporation ("LDDC"), (g) Liberty American Mortgage Corp. ("Liberty"), (h) BayRock Mortgage Corporation ("BayRock") or (Di) seeking Impac Funding Corporation ("Impac") fails to adversely affect fulfill its contractual obligations under the federal income tax applicable Transfer Agreement then the Depositor shall have the right to enforce such obligations of to Acoustic, CIT, ComUnity, First Street, Fremont, LDCC, Liberty, BayRock or other federalImpac, state or local tax attributes as applicable, against the Sponsor. The representations made by the Sponsor pursuant to Sections 1.04(b)(x) and 1.04(b)(xi) shall be direct obligations of the Notes Sponsor. The Depositor acknowledges and agrees that the representations and warranties of the Sponsor in this Section 1.04(b) (other than the representations and warranties made pursuant to Sections 1.04(b)(x) and 1.04(b)(xi)) are applicable only to facts, conditions or events that do not constitute a breach of any representation or warranty made by a Transferor in the Residual Certificates.applicable Transfer Agreement or Bring Down Letter. Except with respect to Acoustic, CIT, ComUnity, First Street, Fremont, LDCC, Liberty, BayRock or Impac, the Sponsor shall have no obligation or liability with respect to any breach of a representation or warranty made by it with respect to the Mortgage Loans if the fact, condition or event constituting such breach also constitutes a breach of a representation or warranty made by a Transferor in the applicable Transfer Agreement or Bring Down Letter, without regard to whether such Transferor fulfills its contractual obligations in respect of such representation or warranty; provided, however, that if such Transferor fulfills its obligations under the provisions of the applicable Transfer Agreement and the Bring Down Letter by substituting for the affected Mortgage Loan a mortgage loan which is not a Replacement Mortgage Loan, the Sponsor shall, in exchange for such substitute mortgage loan, provide the Depositor (a) with the applicable Purchase Price for the affected Mortgage Loan or (b) within the two year period following the Closing Date, with a Qualified Substitute Mortgage Loan for such affected Mortgage Loan. Subject to the foregoing, the Sponsor represents and warrants upon delivery of the Mortgage Loans to the Depositor hereunder, as to each, that as of February 7, 2006:

Representations and Warranties of the Sponsor. a. The Sponsor makes hereby represents and warrants to the following representations and warranties on which Trustee as of the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy.date hereof, that: (a) i. The Sponsor is duly organized and organized, validly existing as a Delaware limited liability company with and in good standing under the laws of the jurisdiction of its organization. ii. The Sponsor has the full corporate power and authority to own its properties enter into and to conduct its business as such properties are currently owned consummate all transactions contemplated by this Declaration of Trust and such business is presently conducted and is proposed to be conducted pursuant to this Agreement and the Basic Documents; (b) It is duly qualified to do business as a foreign company in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification; (c) The Sponsor has the power and authority to execute and deliver this Agreement and to carry out its terms; this Trust Agreement, when executed and delivered by the Sponsor, will constitute the legal, valid and binding obligations of the Sponsor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement Declaration of Trust, and has been duly authorized executed and delivered this Declaration of Trust and Trust Agreement. iii. This Declaration of Trust and Trust Agreement, assuming due authorization, execution and delivery by the Trustee, constitutes a valid, legal and binding obligation of the Sponsor, enforceable against the Sponsor by all necessary action; (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. iv. The execution, delivery or and performance of the Sponsor of this Declaration of Trust and Trust Agreement and the Basic Documentswill not violate, except for such as have been obtained, effected or made; (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any a breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, under (a) the certificate of formation or operating agreement organizational documents of the Sponsor, or (b) any material indenture, agreement or other instrument to which the Sponsor is a party or by which it is may be bound; nor result in the creation or imposition of , (c) any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Sponsor’s knowledgelaw, any order, rule order or regulation applicable to the Sponsor decree of any court or arbiter, or any order, regulation or demand of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes governmental or regulatory authority, and (d) any order, decision, judgment or decree that may be applicable to the Sponsor or any of its affiliates or any of their properties. v. No consent, approval, authorization or order of any state or federal court or governmental agency or body is required for the consummation by the Sponsor of the Notes transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained. b. The representations and warranties of the Residual CertificatesSponsor set forth in this Section 2.1(b) shall survive the execution and delivery of this Declaration of Trust and Trust Agreement and shall inure to the benefit of the Trustee for so long as the Trust remains in existence. Upon discovery by any party hereto of any breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice thereof to the other parties hereto. The Sponsor will be deemed to have made the representation and warranties of the Sponsor set forth in this Section 2.1(b) with respect to any future contributions of funds upon the effectiveness of such contribution.

Representations and Warranties of the Sponsor. The Sponsor makes hereby represents and warrants to the following representations and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes SPAC and the Residual Certificates and upon which the Insurer relies in issuing the Policy.Company as follows: (a) The Sponsor has good, valid and marketable title to, the Sponsor Shares, free and clear of Liens other than as created by this Agreement or Sponsor’s organizational documents or the organizational documents of the SPAC (including, without limitation, for the purposes hereof, any agreement between or among stockholders of the SPAC). (b) The Sponsor (i) has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to the Sponsor Shares and the Sponsor Warrants, (ii) has not entered into any voting agreement or voting trust with respect to any of the Sponsor Shares and the Sponsor Warrants that is duly organized inconsistent with the Sponsor’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of the Sponsor Shares and validly existing as a Delaware limited liability company the Sponsor Warrants that is inconsistent with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted the Sponsor’s obligations pursuant to this Agreement and the Basic Documents;(iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. (bc) It The Sponsor (i) is a legal entity duly qualified organized, validly existing and, to do business as a foreign company the extent such concept is applicable, in good standing, standing under the Laws of the jurisdiction of its organization and (ii) has all requisite limited liability company or other power and authority and has obtained taken all limited liability company or other action necessary licenses in order to, execute, deliver and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of perform its obligations under this Agreement and to consummate the Basic Documents requires such qualification; (c) The Sponsor transactions contemplated hereby. This Agreement has the power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when been duly executed and delivered by the Sponsor, will constitute the legal, Sponsor and constitutes a valid and binding obligations agreement of the Sponsor, Sponsor enforceable against the Sponsor in accordance with its terms, except as such enforceability may subject to the Remedies Exceptions. (d) Other than the filings, notices and reports pursuant to, in compliance with or required to be limited made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles; the Sponsor has full power and authority to sell and assign the property from, or to be sold and assigned to and deposited given by the Sponsor to, or be made by the Sponsor with, any Governmental Authority in connection with the Trust execution, delivery and performance by the Sponsor of this Agreement, the consummation of the transactions contemplated hereby or the Merger and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the other Transactions. (e) The execution, delivery and performance of this Agreement has been duly authorized by the Sponsor does not, and the consummation of the transactions contemplated hereby or the Merger and all other Transactions will not, constitute or result in (i) a breach or violation of, or a default under, the limited liability company agreement or similar governing documents of the Sponsor, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of the Sponsor pursuant to any contract binding upon the Sponsor or (iii) any change in the rights or obligations of any party under any contract legally binding upon the Sponsor, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impede the performance by all necessary action;the Sponsor of its obligations under this Agreement or the consummation of the Merger or any of the other Transactions. (df) No consentAs of the date of this Agreement, licensethere is no Action pending against the Sponsor or, approval to the knowledge of the Sponsor, threatened against the Sponsor that questions the beneficial or authorization record ownership of the Sponsor Shares or registration the Sponsor Warrants, the validity of this Agreement or declaration with, any Person or with any governmental authority, bureau or agency the performance by the Sponsor of its obligations under this Agreement. (g) The Sponsor understands and acknowledges that each of the SPAC and the Company is required entering into the BCA in connection with reliance upon the execution, Sponsor’s execution and delivery or performance of this Agreement and the Basic Documentsrepresentations, except for such as have been obtainedwarranties, effected or made; (e) The consummation covenants and other agreements of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or operating agreement of the Sponsor, or any material indenture, agreement or other instrument to which the Sponsor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Sponsor’s knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual Certificates.contained herein

Representations and Warranties of the Sponsor. The Sponsor makes hereby represents and warrants to the following representations and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy.Company as follows: (a) a. The Sponsor is duly organized the only record and validly existing a beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, the Covered Shares, free and clear of Liens other than as created by this Agreement or Sponsor’s organizational documents or the organizational documents of Acquiror (including, without limitation, for the purposes hereof, any agreement between or among stockholders of Acquiror). As of the date hereof, other than the Covered Shares, Sponsor does not own beneficially or of record any shares of capital stock of Acquiror (or any securities convertible into shares of capital stock of the Acquiror) or any interest therein. b. The Sponsor (i) has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to the Covered Shares, (ii) has not entered into any voting agreement or voting trust with respect to any of the Covered Shares that is inconsistent with the Sponsor’s obligations pursuant to this Agreement, (iii) has not granted a Delaware limited liability company proxy or power of attorney with power and authority respect to own its properties and to conduct its business as such properties are currently owned and such business any of the Covered Shares that is presently conducted and is proposed to be conducted inconsistent with the Sponsor’s obligations pursuant to this Agreement and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. c. The Sponsor (i) is a legal entity duly organized, validly existing and, to the Basic Documents; (b) It extent such concept is duly qualified to do business as a foreign company applicable, in good standing, standing under the Laws of the jurisdiction of its organization and (ii) has all requisite limited liability company or other power and authority and has obtained taken all limited liability company or other action necessary licenses in order to, execute, deliver and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of perform its obligations under this Agreement and to consummate the Basic Documents requires such qualification; (c) The Sponsor transactions contemplated hereby. This Agreement has the power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when been duly executed and delivered by the Sponsor, will constitute the legal, Sponsor and constitutes a valid and binding obligations agreement of the Sponsor, Sponsor enforceable against the Sponsor in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar laws Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principles; principles of equity. d. Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by the Sponsor has full power and authority to sell and assign the property from, or to be sold and assigned to and deposited given by the Sponsor to, or be made by the Sponsor with, any Governmental Authority in connection with the Trust execution, delivery and performance by the Sponsor of this Agreement, the consummation of the transactions contemplated hereby or the Merger and the Sponsor has duly authorized such sale and assignment and deposit to other transactions contemplated by the Trust by all necessary action; and the Merger Agreement. e. The execution, delivery and performance of this Agreement has been duly authorized by the Sponsor does not, and the consummation of the transactions contemplated hereby or the Merger and the other transactions contemplated by all necessary action; the Merger Agreement will not, constitute or result in (di) No consenta breach or violation of, licenseor a default under, approval the limited liability company agreement or authorization similar governing documents of the Sponsor, (ii) with or registration without notice, lapse of time or declaration withboth, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any Person benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of the Sponsor pursuant to any contract binding upon the Sponsor or, assuming (solely with any governmental authority, bureau or agency is required in connection with the execution, delivery or respect to performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation of the transactions contemplated by this Agreement and hereby), compliance with the fulfillment of the terms hereof do not conflict withmatters referred to in Section 1, result in under any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or operating agreement of the Sponsor, or any material indenture, agreement or other instrument applicable Law to which the Sponsor is a party subject or by which it is bound; nor result (iii) any change in the creation rights or imposition obligations of any Lien party under any contract legally binding upon any the Sponsor, except, in the case of its properties pursuant to the terms of clause (ii) or (iii) directly above, for any such indenturebreach, agreement violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the Sponsor’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby, the consummation of the Merger or the other instrument (other than pursuant to transactions contemplated by the Basic Documents); nor violate any law Merger Agreement. f. As of the date of this Agreement, there is no action, proceeding or investigation pending against the Sponsor or, to the best knowledge of the Sponsor’s knowledge, any order, rule or regulation applicable to threatened against the Sponsor that questions the beneficial or record ownership of any court or of any Federal or state regulatory bodythe Covered Shares, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity validity of this Agreement or any of the Basic Documents, (B) seeking to prevent performance by the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance Sponsor of its obligations under, or under this Agreement. g. The Sponsor understands and acknowledges that each of Acquiror and the validity or enforceability of, Company is entering into the Merger Agreement in reliance upon the Sponsor’s execution and delivery of this Agreement or any and the representations, warranties, covenants and other agreements of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual Certificates.Sponsor contained herein

Representations and Warranties of the Sponsor. The Sponsor makes hereby represents, warrants and covenants to the following representations Trustee, the Certificate Insurer and warranties on which to the Owner Trustee relies in accepting Owners as of the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy.Startup Day that: (a) The Sponsor is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and is in good standing as a Delaware limited liability company with foreign corporation in each jurisdiction in which the nature of its business, or the properties owned or leased by it make such qualification necessary. The Sponsor has all requisite corporate power and authority to own and operate its properties and properties, to conduct carry out its business as such properties are currently owned and such business is presently conducted and is as proposed to be conducted pursuant and to this Agreement enter into and the Basic Documents; (b) It is duly qualified to do business as a foreign company in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of discharge its obligations under this Agreement and the Basic other Operative Documents requires such qualification;to which it is a party. (cb) The Sponsor has the power execution and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when executed and delivered by the Sponsor, will constitute the legal, valid and binding obligations of the Sponsor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary action; (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation other Operative Documents to which the Sponsor is a party by the Sponsor and its performance and compliance with the terms of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any other Operative Documents to which it is a party have been duly authorized by all necessary corporate action on the part of the terms Sponsor and provisions of, will not violate the Sponsor's Articles of Incorporation or Bylaws or constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) a default under, or result in the certificate of formation or operating agreement of the Sponsorbreach of, or any material indenturecontract, agreement or other instrument to which the Sponsor is a party or by which it the Sponsor is bound; nor result in the creation , or imposition violate any statute or any order, rule or regulation of any Lien upon court, governmental agency or body or other tribunal having jurisdiction over the Sponsor or any of its properties pursuant properties. (c) This Agreement and the other Operative Documents to which the Sponsor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Sponsor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) The Sponsor is not in default with respect to any order or decree of any such indenturecourt or any order, agreement 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 Sponsor or its properties or might have consequences that would materially and adversely affect its performance hereunder and under the other instrument Operative Documents to which it is a party. (other than pursuant to the Basic Documents); nor violate any law e) No litigation is pending or, to the best of the Sponsor’s 's knowledge, any order, rule or regulation applicable to threatened against the Sponsor which litigation might have consequences that would prohibit its entering into this Agreement or any other Operative Document to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or 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. (Af) asserting No certificate of an officer, statement furnished in writing or report delivered pursuant to the invalidity terms hereof by the Sponsor contains any untrue statement of this Agreement a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (g) The statements contained in the Registration Statement which describe the Sponsor or matters or activities for which the Sponsor is responsible in accordance with the Operative Documents or which are attributed to the Sponsor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Sponsor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Sponsor not misleading. To the best of the Basic DocumentsSponsor's knowledge and belief, the Registration Statement does not contain any untrue statement of a material fact required to be stated therein or omit to state any material fact required to be stated therein or necessary to make the statements contained therein not misleading. (Bh) seeking All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to prevent be taken, given or obtained, as the issuance case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which the Sponsor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Notes Certificates and the execution and delivery by the Sponsor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the Residual Certificates case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of any of the transactions contemplated by this Agreement or any and the other Operative Documents on the part of the Basic Documents, (C) seeking any determination or ruling that might materially Sponsor and adversely affect its the performance by the Sponsor of its obligations underunder this Agreement and such of the other Operative Documents to which it is a party. (i) The transactions contemplated by this Agreement are in the ordinary course of business of the Sponsor. (j) The Sponsor received fair consideration and reasonably equivalent value in exchange for the sale of the interests in the Mortgage Loans evidenced by the Certificates. (k) The Sponsor did not sell any interest in any Mortgage Loan evidenced by the Certificates with any intent to hinder, delay or defraud any of its respective creditors. (l) The Sponsor is solvent and the Sponsor will not be rendered insolvent as a result of the sale of the Mortgage Loans to the Trust or the validity or enforceability of, this Agreement or any sale of the Basic Documents, or (D) seeking to adversely affect Certificates. It is understood and agreed that the federal income tax or other federal, state or local tax attributes representations and warranties set forth in this Section 3.1 shall survive delivery of the Notes or Mortgage Loans to the Residual CertificatesTrustee.

Representations and Warranties of the Sponsor. The Sponsor makes hereby represents and warrants and covenants to Investor, as of the following representations date hereof and warranties on which as of the Owner Trustee relies in accepting closing date of the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy.IPO, as follows: (a) The Sponsor is duly organized formed and validly existing as a Delaware limited liability company with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to this Agreement and the Basic Documents; (b) It is duly qualified to do business as a foreign company in good standing, standing under the laws of the State of Delaware and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification; (c) The Sponsor has the full power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to carry out its terms; this Agreement, when consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by the Sponsor, will constitute the Sponsor and constitutes a legal, valid and binding obligations obligation of the Sponsor, Sponsor enforceable against the Sponsor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally . (c) The execution and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by Agreement, the Sponsor by all necessary action; (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation of the transactions contemplated by this Agreement hereby and the fulfillment performance of the terms hereof do its obligations hereunder will not materially conflict with, or result in any breach material violation of or default under, any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or operating agreement of the Sponsor, ’s organizational documents or any material indenture, agreement or other instrument applicable to the Transferred Shares or to which the Sponsor is a party or by which it the Sponsor is bound; nor result in the creation , or imposition of any Lien upon any of its properties pursuant to the terms of any such indenturedecree, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law ororder, to the best of the Sponsor’s knowledge, any orderstatute, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory bodythe Transferred Shares. (d) No governmental, administrative agency or other governmental instrumentality having jurisdiction over third-party consents or approvals are required by or with respect to the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over in connection with the Sponsor or its properties (A) asserting the invalidity execution and delivery of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes or the Residual Certificates or and the consummation of any of the transactions contemplated by hereby. (e) The Sponsor is the beneficial owner of the Transferred Shares. Except as described in this Agreement or in the Registration Statement, there is no agreement, arrangement or understanding with any other person regarding the sale or transfer of any Transferred Shares, and there exist no liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by any applicable statute, law, ordinance, regulation, rule, code, order, common law, judgment, decree, other requirement or rule of law (“Applicable Law”) of any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasigovernmental authority, or any arbitrator, court or tribunal of competent jurisdiction (a “Governmental Authority”). Upon transfer of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or Transferred Shares to the validity or enforceability of, this Agreement or any Investor in accordance with the terms hereof against payment of the Basic DocumentsTransfer Price, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes Investor will acquire ownership of the Notes Transferred Shares, free and clear of all liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Residual CertificatesTransferred Shares, other than any restrictions on transfer that may be imposed by Applicable Law. The sale by the Sponsor of the Founder Shares to the Investor will not result in a violation of Section 5 under the Securities Act of 1933 (the “Securities Act”).

Representations and Warranties of the Sponsor. The Sponsor makes the following representations hereby represents and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy.warrants to Willxxxx xxxt: (a) The Sponsor it is a corporation duly organized incorporated and validly existing as a Delaware limited liability company with under the laws of Brazil and has the corporate power and authority to own its properties and to assets, conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to enter into this Agreement and the Basic Documentsany agreements in implementation hereof; (b) It is duly qualified it has full power and authority to do business as a foreign company in good standingundertake the obligations hereunder, to execute and has obtained all necessary licenses and approvalsdeliver this Agreement, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of to perform its obligations under this Agreement and observe the Basic Documents requires such qualificationterms and provisions mentioned herein; (c) The Sponsor has the power execution and authority to execute and deliver delivery of this Agreement and to carry out the performance of the obligations set forth herein have been duly authorized by all necessary action on its terms; this Agreement, when executed part and delivered by the Sponsor, will constitute the legal, valid and legally binding obligations of the Sponsor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary action; (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, execution and delivery or performance of this Agreement and the Basic Documentsperformance of its obligations hereunder shall not conflict with or result in a breach of any of the terms, except for such as have been obtainedconditions or provisions of, effected or madeconstitute a default or require a consent under (i) any provision of its Estatuto Social; (ii) any provision of any applicable law, regulation, rule, decree, judgment or order to which it is subject; (iii) any provision of any indenture, mortgage, agreement or other instrument or arrangement to which it is a party, or which is binding upon it or any of its assets; (e) The consummation all governmental, corporate, shareholders', and creditors' authorizations, consents, approvals, waivers and licenses required for the execution and delivery of the transactions contemplated by this Agreement and the fulfillment performance of its obligations hereunder have been duly obtained or granted and are in full force and effect; (f) except as set forth in Schedule 3.2(f), neither the Sponsor nor any Subsidiary or Affiliate of the terms hereof do not conflict withSponsor, result in except the Company, nor any breach statutory director ("conselheiro") or officer ("diretor") of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default underSponsor, the certificate Company or CTBC, has acquired any shares in CTBC or any options, warrants or other rights in respect of formation such shares, from subscribers of CTBC or operating agreement otherwise. Schedule 3.2(f) sets forth all of the purchases, options or rights, whether written or oral, to acquire any shares in CTBC, held, owned or controlled by the Sponsor, or any material indenture, agreement or other instrument to which the Sponsor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best company of the Sponsor’s knowledgeAlgar Group or their respective Subsidiaries or Affiliates; (g) when delivered at the Closing, any order, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its propertiesreport on CTBC shares described in Section 5.1(o) shall be true and correct in all respects; and (fh) There are no proceedings or investigations pending orit is the lawful owner, to its knowledge threatened against it before any courtfree and clear of all Liens, regulatory bodyof one hundred ninety nine million, administrative agency or other tribunal or governmental instrumentality having jurisdiction over nine hundred ninety nine thousand, nine hundred and ninety five (199,999,995) common voting Shares and zero (0) preferred non-voting Shares representing approximately ninety three point ninety nine percent (93.99%) of the Sponsor or its properties (A) asserting total number of issued and outstanding share capital of the invalidity Company on the date of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual CertificatesAgreement.

Representations and Warranties of the Sponsor. The Sponsor makes the following representations and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy.: (ai) The Sponsor is duly organized and validly existing as a Delaware limited liability company Nevada corporation with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to this Agreement and the Basic other Operative Documents; (bii) It The Sponsor is duly qualified to do business as a foreign company corporation in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic other Operative Documents requires such qualification; (ciii) The Sponsor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when executed and delivered by the Sponsor, will constitute the legal, valid and binding obligations of the Sponsor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles; the . The Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the . The execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary corporate action;. The Sponsor has duly executed this Agreement and this Agreement constitutes a legal, valid and binding obligation of the Sponsor enforceable against the Sponsor, in accordance with its terms, except as (div) No To the best knowledge of the Sponsor, no consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance by the Sponsor of this Agreement and the Basic other Operative Documents, except for such as have been obtained, effected or made; (ev) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (A) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation incorporation or operating agreement bylaws of the Sponsor, or any material indenture, agreement or other instrument to which the Sponsor is a party or by which it is bound; nor , (B) result in the creation or imposition of any Lien lien upon any of its the Sponsor's properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Operative Documents); nor , or (C) violate any law or, to the best of the Sponsor’s 's knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (fvi) There are no proceedings or investigations pending or, to its knowledge the Sponsor's knowledge, threatened against it the Sponsor before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity of this Agreement or any of the Basic other Operative Documents, (B) seeking to prevent the issuance of the Notes Certificates or the Residual Certificates Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic other Operative Documents, (C) seeking any determination or ruling that might materially and adversely affect its the Sponsor's performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic other Operative Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual Certificates.

Representations and Warranties of the Sponsor. The Sponsor makes the following representations hereby represents and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes warrants to GigCapital3 and the Residual Certificates and upon which the Insurer relies in issuing the Policy.Company as follows: (a) a. The Sponsor is duly organized the only record and validly existing a beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, the Sponsor Shares, free and clear of Liens other than as created by this Agreement or Sponsor’s organizational documents or the organizational documents of GigCapital3 (including, without limitation, for the purposes hereof, any agreement between or among stockholders of GigCapital3). b. The Sponsor (i) has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to the Sponsor Shares, (ii) has not entered into any voting agreement or voting trust with respect to any of the Sponsor Shares that is inconsistent with the Sponsor’s obligations pursuant to this Agreement, (iii) has not granted a Delaware limited liability company proxy or power of attorney with power and authority respect to own its properties and to conduct its business as such properties are currently owned and such business any of the Sponsor Shares that is presently conducted and is proposed to be conducted inconsistent with the Sponsor’s obligations pursuant to this Agreement and (iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. c. The Sponsor (i) is a legal entity duly organized, validly existing and, to the Basic Documents; (b) It extent such concept is duly qualified to do business as a foreign company applicable, in good standing, standing under the Laws of the jurisdiction of its organization and (ii) has all requisite limited liability company or other power and authority and has obtained taken all limited liability company or other action necessary licenses in order to, execute, deliver and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of perform its obligations under this Agreement and to consummate the Basic Documents requires such qualification; (c) The Sponsor transactions contemplated hereby. This Agreement has the power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when been duly executed and delivered by the Sponsor, will constitute the legal, Sponsor and constitutes a valid and binding obligations agreement of the Sponsor, Sponsor enforceable against the Sponsor in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar laws Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principles; principles of equity. d. Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by the Sponsor has full power and authority to sell and assign the property from, or to be sold and assigned to and deposited given by the Sponsor to, or be made by the Sponsor with, any Governmental Authority in connection with the Trust execution, delivery and performance by the Sponsor of this Agreement, the consummation of the transactions contemplated hereby or the Merger and the Sponsor has duly authorized such sale and assignment and deposit to other transactions contemplated by the Trust by all necessary action; and the BCA. e. The execution, delivery and performance of this Agreement has been duly authorized by the Sponsor does not, and the consummation of the transactions contemplated hereby or the Merger and the other transactions contemplated by all necessary action; the BCA will not, constitute or result in (di) No consenta breach or violation of, licenseor a default under, approval the limited liability company agreement or authorization similar governing documents of the Sponsor, (ii) with or registration without notice, lapse of time or declaration withboth, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any Person benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of the Sponsor pursuant to any contract binding upon the Sponsor or, assuming (solely with any governmental authority, bureau or agency is required in connection with the execution, delivery or respect to performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation of the transactions contemplated by this Agreement and hereby), compliance with the fulfillment of the terms hereof do not conflict withmatters referred to in Section 1, result in under any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or operating agreement of the Sponsor, or any material indenture, agreement or other instrument applicable Law to which the Sponsor is a party subject or by which it is bound; nor result (iii) any change in the creation rights or imposition obligations of any Lien party under any contract legally binding upon any the Sponsor, except, in the case of its properties pursuant to the terms of clause (ii) or (iii) directly above, for any such indenturebreach, agreement violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the Sponsor’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby, the consummation of the Merger or the other instrument (other than pursuant to transactions contemplated by the Basic Documents); nor violate any law BCA. f. As of the date of this Agreement, there is no action, proceeding or investigation pending against the Sponsor or, to the best knowledge of the Sponsor’s knowledge, any order, rule or regulation applicable to threatened against the Sponsor that questions the beneficial or record ownership of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending orShares, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity validity of this Agreement or any of the Basic Documents, (B) seeking to prevent performance by the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance Sponsor of its obligations under, or under this Agreement. g. The Sponsor understands and acknowledges that each of GigCapital3 and the validity or enforceability of, Company is entering into the BCA in reliance upon the Sponsor’s execution and delivery of this Agreement or any and the representations, warranties, covenants and other agreements of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual Certificates.Sponsor contained herein

Representations and Warranties of the Sponsor. The Sponsor makes the following representations and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy. (a) The Sponsor hereby represents and warrants to the Depositor that as of the date hereof that: (i) The Sponsor is a Delaware corporation duly organized and organized, validly existing as a Delaware limited liability company with and in good standing under the laws governing its creation and existence and has full corporate power and authority to own its properties and property, to conduct carry on its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to enter into and perform its obligations under this Agreement; (ii) The execution and delivery by the Sponsor of this Agreement have been duly authorized by all necessary corporate action on the part of the Sponsor; none of the execution and delivery of this Agreement, the consummation of the transactions herein contemplated or compliance with the provisions hereof will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Sponsor or its properties or the federal stock charter or bylaws of the Sponsor; (iii) The execution, delivery and performance by the Sponsor of this Agreement and the Basic Documentsconsummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (biv) It is This Agreement has been duly qualified to do business as a foreign company in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification; (c) The Sponsor has the power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when executed and delivered by the SponsorSponsor and, will constitute assuming due authorization, execution and delivery by the legalDepositor, constitutes a valid and binding obligations obligation of the Sponsor, Sponsor enforceable against it in accordance with its terms, terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting creditors’ the enforcement of the rights of creditors generally and (B) general equitable principlesprinciples of equity regardless of whether such enforcement is considered in a proceeding in equity or at law; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit and (v) There are no actions, suits or proceedings pending or, to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary action; (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or operating agreement knowledge of the Sponsor, threatened or any material indenturelikely to be asserted against or affecting the Sponsor, agreement or other instrument to which the Sponsor is a party before or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Sponsor’s knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory bodyadministrative agency, administrative agency or other tribunal arbitrator or governmental instrumentality having jurisdiction over the Sponsor or its properties body (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking with respect to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Basic Documents, (C) seeking any determination or ruling that might Sponsor will be determined adversely to the Sponsor and will if determined adversely to the Sponsor materially and adversely affect it or its performance of business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations underunder this Agreement. (b) The representations and warranties of each Transferor with respect to the Mortgage Loans contained in the applicable Transfer Agreement were made as of the date of such Transfer Agreement and are brought forward to the Closing Date pursuant to the applicable Bring Down Letter. The representations and warranties of each Transferor with respect to the Mortgage Loans contained in the applicable Bring Down Letter are being made as of the Closing Date. To the extent that any fact, condition or event with respect to a Mortgage Loan constitutes a breach of both (i) a representation or warranty of a Transferor under the applicable Transfer Agreement or Bring Down Letter and (ii) a representation or warranty of the Sponsor under this Agreement, the sole right or remedy of the Depositor with respect to a breach by the Sponsor of such representation and warranty (other than a breach by the Sponsor of the representations and warranties made pursuant to Sections 1.04(b)(ix) and 1.04(b)(x)) shall be the right to enforce the obligations of the applicable Transferor under any applicable representation or warranty made by it; provided, however, that to the extent any of (a) First Horizon Home Loan Corporation ("First Horizon"), (b) First NLC Financial Services, LLC ("First NLC"), (c) First Street Financial, Inc. ("First Street"), (d) Fremont Investment & Loan ("Fremont") or (e) Lenders Direct Capital Corporation ("LDCC") fails to fulfill its contractual obligations under the applicable Transfer Agreement, then the Depositor shall have the right to enforce such obligations of First Horizon, First NLC, First Street, Fremont or LDCC, as applicable, against the Sponsor. The representations made by the Sponsor pursuant to Sections 1.04(b)(ix) and 1.04(b)(x) shall be direct obligations of the Sponsor. The Depositor acknowledges and agrees that the representations and warranties of the Sponsor in this Section 1.04(b) (other than the representations and warranties made pursuant to Sections 1.04(b)(ix) and 1.04(b)(x)) are applicable only to facts, conditions or events that do not constitute a breach of any representation or warranty made by a Transferor in the applicable Transfer Agreement or Bring Down Letter. Except with respect to First Horizon, First NLC, First Street, Fremont, or LDCC, the validity Sponsor shall have no obligation or enforceability ofliability with respect to any breach of a representation or warranty made by it with respect to the Mortgage Loans if the fact, this condition or event constituting such breach also constitutes a breach of a representation or warranty made by a Transferor in the applicable Transfer Agreement or any Bring Down Letter, without regard to whether such Transferor fulfills its contractual obligations in respect of such representation or warranty; provided, however, that if such Transferor fulfills its obligations under the provisions of the Basic Documentsapplicable Transfer Agreement and the applicable Bring Down Letter by substituting for the affected Mortgage Loan a mortgage loan which is not a Replacement Mortgage Loan, the Sponsor shall, in exchange for such substitute mortgage loan, provide the Depositor (a) with the applicable Purchase Price for the affected Mortgage Loan or (Db) seeking within the two year period following the Closing Date, with a Qualified Substitute Mortgage Loan for such affected Mortgage Loan. Subject to adversely affect the federal income tax or other federalforegoing, state or local tax attributes the Sponsor represents and warrants upon delivery of the Notes Mortgage Loans to the Depositor hereunder, as to each, that as of July 25, 2006: (i) The information set forth with respect to the Mortgage Loans on the Mortgage Loan Schedule provides an accurate listing of the Mortgage Loans, and the information with respect to each Mortgage Loan on the Mortgage Loan Schedule is true and correct in all material respects at the date or dates respecting which such information is given; (ii) As of the Residual CertificatesClosing Date, no Mortgage Loan is in foreclosure; (iii) As of the Closing Date, each Mortgage Loan is a "qualified mortgage" within the meaning of Section 860G of the Code (as determined without regard to Treas.

Representations and Warranties of the Sponsor. The Sponsor makes hereby represents and warrants to the following representations and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes SPAC and the Residual Certificates and upon which the Insurer relies in issuing the Policy.Company as follows: (a) The Sponsor has good, valid and marketable title to, the Sponsor Shares (which, as of the date hereof, consists of 8,355,393 shares of SPAC Class B Common Stock), free and clear of Liens other than as created by this Agreement or Sponsor’s organizational documents or the organizational documents of the SPAC (including, without limitation, for the purposes hereof, any agreement between or among stockholders of the SPAC). (b) The Sponsor (i) has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to the Sponsor Shares and the Sponsor Warrants, (ii) has not entered into any voting agreement or voting trust with respect to any of the Sponsor Shares and the Sponsor Warrants that is duly organized inconsistent with the Sponsor’s obligations pursuant to this Agreement, (iii) has not granted a proxy or power of attorney with respect to any of the Sponsor Shares and validly existing as a Delaware limited liability company the Sponsor Warrants that is inconsistent with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted the Sponsor’s obligations pursuant to this Agreement and the Basic Documents;(iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. (bc) It The Sponsor (i) is a legal entity duly qualified organized, validly existing and, to do business as a foreign company the extent such concept is applicable, in good standing, standing under the Laws of the jurisdiction of its organization and (ii) has all requisite limited liability company or other power and authority and has obtained taken all limited liability company or other action necessary licenses in order to, execute, deliver and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of perform its obligations under this Agreement and to consummate the Basic Documents requires such qualification; (c) The Sponsor transactions contemplated hereby. This Agreement has the power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when been duly executed and delivered by the Sponsor, will constitute the legal, Sponsor and constitutes a valid and binding obligations agreement of the Sponsor, Sponsor enforceable against the Sponsor in accordance with its terms, except as such enforceability may subject to the Remedies Exceptions. (d) Other than the filings, notices and reports pursuant to, in compliance with or required to be limited made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles; the Sponsor has full power and authority to sell and assign the property from, or to be sold and assigned to and deposited given by the Sponsor to, or be made by the Sponsor with, any Governmental Authority in connection with the Trust execution, delivery and performance by the Sponsor of this Agreement, the consummation of the transactions contemplated hereby or the Merger and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the other Transactions. (e) The execution, delivery and performance of this Agreement has been duly authorized by the Sponsor does not, and the consummation of the transactions contemplated hereby or the Merger and the other Transactions will not, constitute or result in (i) a breach or violation of, or a default under, the limited liability company agreement or similar governing documents of the Sponsor, (ii) with or without notice, lapse of time or both, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of the Sponsor pursuant to any contract binding upon the Sponsor or (iii) any change in the rights or obligations of any party under any contract legally binding upon the Sponsor, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent, materially delay or materially impede the performance by all necessary action;the Sponsor of its obligations under this Agreement or the consummation of the Merger or any of the other Transactions. (df) No consentAs of the date of this Agreement, licensethere is no Action pending against the Sponsor or, approval to the knowledge of the Sponsor, threatened against the Sponsor that questions the beneficial or authorization record ownership of the Sponsor Shares or registration the Sponsor Warrants, the validity of this Agreement or declaration with, any Person or with any governmental authority, bureau or agency the performance by the Sponsor of its obligations under this Agreement. (g) The Sponsor understands and acknowledges that each of the SPAC and the Company is required entering into the BCA in connection with reliance upon the execution, Sponsor’s execution and delivery or performance of this Agreement and the Basic Documentsrepresentations, except for such as have been obtainedwarranties, effected or made; (e) The consummation covenants and other agreements of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or operating agreement of the Sponsor, or any material indenture, agreement or other instrument to which the Sponsor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Sponsor’s knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual Certificates.contained herein

Representations and Warranties of the Sponsor. The Sponsor makes hereby represents, warrants and covenants to the following representations and warranties on which Indenture Trustee, the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which Master Servicer, the Insurer relies in issuing and to the Policy.Class A Noteholders as of the Closing Date that: (a) The Sponsor is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and is in good standing as a Delaware limited liability company with foreign corporation in each jurisdiction in which the nature of its respective business, or the properties owned or leased by it make such qualification necessary. The Sponsor has all requisite corporate power and authority to own and operate its properties and respective properties, to conduct carry out its respective business as such properties are currently owned and such business is presently conducted and is as proposed to be conducted pursuant and to this Agreement enter into and the Basic Documents; (b) It is duly qualified to do business as a foreign company in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of discharge its property, the conduct of its business and the performance of its respective obligations under this Agreement and the Basic other Operative Documents requires such qualification;to which it is a party. (cb) The Sponsor has the power execution and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when executed and delivered by the Sponsor, will constitute the legal, valid and binding obligations of the Sponsor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary action; (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation other Operative Documents to which the Sponsor is a party by the Sponsor and its respective performance and compliance with the terms of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any other Operative Documents to which it is a party have been duly authorized by all necessary corporate action on the part of the terms Sponsor and provisions of, will not violate the Sponsor's Articles of Incorporation or Bylaws or constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) a default under, or result in the certificate of formation or operating agreement of the Sponsorbreach of, or any material indenturecontract, agreement or other instrument to which the Sponsor is a party or by which it the Sponsor is bound; nor result in the creation , or imposition violate any statute or any order, rule or regulation of any Lien upon court, governmental agency or body or other tribunal having jurisdiction over the Sponsor or any of its properties pursuant properties. (c) This Agreement and the other Operative Documents to which the Sponsor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Sponsor enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) The Sponsor is not in default with respect to any order or decree of any such indenturecourt or any order, agreement 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 Sponsor or its properties or might have consequences that would materially and adversely affect its performance hereunder and under the other instrument Operative Documents to which it is a party. (other than pursuant to the Basic Documents); nor violate any law e) No litigation is pending or, to the best of the Sponsor’s 's knowledge, any order, rule or regulation applicable to threatened against the Sponsor which litigation might have consequences that would prohibit its entering into this Agreement or any other Operative Document to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling might have consequences that might would materially and adversely affect its performance hereunder and under the other Operative Documents to which it is a party. (f) No certificate of its obligations underan officer, statement furnished in writing or report delivered pursuant to the terms hereof by the Sponsor contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (g) The statements contained in the Registration Statement which describe the Sponsor, or matters or activities for which the validity Sponsor is responsible in accordance with the Operative Documents or enforceability ofwhich are attributed to the Sponsor therein are true and correct in all material respects, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual Certificates.and the

Representations and Warranties of the Sponsor. The Sponsor makes the following representations hereby represents and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy.warrants to Investor, as follows: (a) The Sponsor is duly organized and validly existing as a Delaware limited liability company with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to this Agreement and the Basic Documents; (b) It is duly qualified to do business as a foreign company in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification; (c) The Sponsor has the full power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to carry out its terms; this Agreement, when consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by the Sponsor, will constitute the Sponsor and constitutes a legal, valid and binding obligations obligation of the Sponsor, Sponsor enforceable against the Sponsor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally . (c) The execution and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by Agreement, the Sponsor by all necessary action; (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation of the transactions contemplated by this Agreement hereby and the fulfillment performance of the terms hereof do its obligations hereunder will not materially conflict with, or result in any breach material violation of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or operating agreement of the Sponsor, or any material indenture, agreement or other instrument to which the Sponsor is a party or by which it the Sponsor is bound; nor result in the creation , or imposition of any Lien upon any of its properties pursuant to the terms of any such indenturedecree, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law ororder, to the best of the Sponsor’s knowledge, any orderstatute, rule or regulation applicable to the Sponsor Sponsor. (d) The terms set forth in this Agreement are as favorable to the Investor as the terms granted to all other investors entering into a similar agreement to purchase Founder Shares of any court or the SPAC in connection with expressing interest in the IPO, provided that the Investor acknowledges that Founders Shares have been offered to the Sponsor, executive officers, advisors, directors and director nominees of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the SPAC in connection with their service and the Sponsor or expressly reserves the right to issue membership interests in the Sponsor its properties; andsole discretion. (fe) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over The Sponsor is the Sponsor or its properties (A) asserting beneficial owner of the invalidity of Transferred Shares. Except as described in this Agreement or in the Registration Statement, there is no agreement, arrangement or understanding with any other person regarding the sale or transfer of any Transferred Shares, and there exist no liens, pledges, security interests, claims, options, proxies, voting agreements, charges or encumbrances of any kind affecting the Transferred Shares, other than any restrictions on transfer that may be imposed by any applicable statute, law, ordinance, regulation, rule, code, order, common law, judgment, decree, other requirement or rule of law (“Applicable Law”) of any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasigovernmental authority, or any arbitrator, court or tribunal of competent jurisdiction (a “Governmental Authority”). Upon transfer of the Basic Documents, (B) seeking Transferred Shares to prevent the issuance Investor at the closing of the Notes IPO against payment of the Transfer Price, the Investor will acquire ownership of the Transferred Shares, free and clear of all liens, pledges, security interests, claims, options, proxies, voting agreements, charges or the Residual Certificates or the consummation encumbrances of any of kind affecting the transactions contemplated Transferred Shares, other than any restrictions on transfer that may be imposed by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual CertificatesApplicable Law.

Representations and Warranties of the Sponsor. The Sponsor makes the following representations and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Note Insurer relies in issuing the Trust A Note Policy. (a) The Sponsor is duly organized and validly existing as a Delaware limited liability company corporation with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to this Agreement and the Basic Operative Documents; (b) It is duly qualified to do business as a foreign company corporation in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Operative Documents requires such qualification; (c) The Sponsor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when executed and delivered by the Sponsor, will constitute the legal, valid and binding obligations of the Sponsor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust A and the Sponsor has duly authorized such sale and assignment and deposit to the Trust A by all necessary corporate action; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary corporate action;. The Sponsor has duly executed this Agreement and this Agreement constitutes a legal, valid and binding obligation of the Sponsor enforceable against the Sponsor, in accordance with its terms. (d) No To the best knowledge of the Sponsor, no consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Operative Documents, except for such as have been obtained, effected or made; (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation incorporation or operating agreement by-laws of the Sponsor, or any material indenture, agreement or other instrument to which the Sponsor is a party or by which it is bound; nor result in the creation or imposition of any Lien lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Operative Documents); nor violate any law or, to the best of the Sponsor’s 's knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor it or its properties (A) asserting the invalidity of this Agreement or any of the Basic Operative Documents, (B) seeking to prevent the issuance of the Notes Certificates or the Residual Certificates Class A Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Operative Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Operative Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Class A Notes or the Residual Certificates.

Representations and Warranties of the Sponsor. The Sponsor makes hereby represents and warrants to the following representations and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy.Company as follows: (a) The Sponsor is duly organized the only record and validly existing a beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, the Covered Shares, free and clear of Liens other than as created by this Agreement or the organizational documents of the Acquiror (including, for the purposes hereof, any agreement between or among shareholders of the Acquiror). As of the date hereof, other than the Covered Shares, the Sponsor does not own beneficially or of record any ordinary share or preferred shares of Acquiror (or any securities convertible into ordinary shares or preferred shares of the Acquiror) or any interest therein. (b) The Sponsor (i) has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to the Covered Shares, (ii) has not entered into any voting agreement or voting trust with respect to any of the Covered Shares that is inconsistent with the Sponsor’s obligations pursuant to this Agreement, (iii) has not granted a Delaware limited liability company proxy or power of attorney with power and authority respect to own its properties and to conduct its business as such properties are currently owned and such business any of the Covered Shares that is presently conducted and is proposed to be conducted inconsistent with the Sponsor’s obligations pursuant to this Agreement and the Basic Documents;(iv) has not entered into any agreement, arrangement or undertaking that is otherwise inconsistent with, or would interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. (bc) It The Sponsor (i) is a limited liability company duly qualified to do business as a foreign company organized, validly existing and in good standingstanding under the Laws of the State of Delaware, and (ii) has obtained all requisite limited liability company or other power and authority and has taken all limited liability company or other action necessary licenses in order to, execute, deliver and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of perform its obligations under this Agreement and to consummate the Basic Documents requires such qualification; (c) The Sponsor transactions contemplated hereby. This Agreement has the power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when been duly executed and delivered by the Sponsor, will constitute the legal, Sponsor and constitutes a valid and binding obligations agreement of the Sponsor, Sponsor enforceable against the Sponsor in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar laws Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principles; principles of equity. (d) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by the Sponsor has full power and authority to sell and assign the property from, or to be sold and assigned to and deposited given by the Sponsor to, or be made by the Sponsor with, any Governmental Authority in connection with the Trust execution, delivery and performance by the Sponsor of this Agreement, the consummation of the transactions contemplated hereby or the Amalgamation and the Sponsor has duly authorized such sale and assignment and deposit to other transactions contemplated by the Trust by all necessary action; and the BCA. (e) The execution, delivery and performance of this Agreement has been duly authorized by the Sponsor does not, and the consummation of the transactions contemplated hereby or by all necessary action; the BCA will not, constitute or result in (di) No consenta breach or violation of, licenseor a default under, approval the limited liability company agreement or authorization similar governing documents of the Sponsor, (ii) with or registration without notice, lapse of time or declaration withboth, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any Person benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of the Sponsor pursuant to any Contract binding upon the Sponsor or, assuming (solely with any governmental authority, bureau or agency is required in connection with the execution, delivery or respect to performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation of the transactions contemplated by this Agreement and hereby), compliance with the fulfillment of the terms hereof do not conflict withmatters referred to in Section 3(d), result in under any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or operating agreement of the Sponsor, or any material indenture, agreement or other instrument applicable Law to which the Sponsor is a subject or (iii) any change in the rights or obligations of any party under any Contract legally binding upon the Sponsor, except, in the case of clause (ii) or (iii) directly above, for any such breach, violation, termination, default, creation, acceleration or change that would not, individually or in the aggregate, reasonably be expected to prevent or delay or impair the Sponsor’s ability to perform its obligations hereunder or to consummate the transactions contemplated hereby or by which it the BCA. (f) As of the date of this Agreement, there is bound; nor result in no action, proceeding or investigation pending against the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law Sponsor or, to the best knowledge of the Sponsor’s knowledge, any order, rule or regulation applicable to threatened against the Sponsor that questions the beneficial or record ownership of any court or of any Federal or state regulatory bodythe Covered Shares, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity validity of this Agreement or the performance by the Sponsor of its obligations under this Agreement. (g) Neither the Sponsor nor any of its Affiliates has ever been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. (h) Neither the Basic Documents, (B) seeking to prevent the issuance Sponsor nor any Affiliate of the Notes Sponsor, nor any director, manager or officer of the Sponsor or Acquiror, shall receive (or be entitled to receive) from Acquiror, PubCo or the Residual Certificates Company any finder’s fee, reimbursement, consulting fee, monies or consideration in the form of equity in respect of any repayment of a loan or other compensation prior to, or in connection with, any services rendered in order to effectuate the consummation of any the Acquiror’s initial Business Combination (regardless of the transactions contemplated by type of transaction that it is, but including, for the avoidance of doubt, the Amalgamation). (i) The Sponsor understands and acknowledges that the Company is entering into the BCA in reliance upon the Sponsor’s execution and delivery of this Agreement or any and the representations, warranties, covenants and other agreements of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual CertificatesSponsor contained herein.

Representations and Warranties of the Sponsor. The Sponsor makes the following representations hereby represents and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy.warrants to Investor, as follows: (a) The Sponsor is duly organized and validly existing as a Delaware limited liability company with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to this Agreement and the Basic Documents; (b) It is duly qualified to do business as a foreign company in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification; (c) The Sponsor has the full power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to carry out its terms; this Agreement, when consummate the transactions contemplated hereby. (b) This Agreement has been duly and validly executed and delivered by the Sponsor, will constitute the Sponsor and constitutes a legal, valid and binding obligations obligation of the Sponsor, Sponsor enforceable against the Sponsor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally . (c) The execution and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by Agreement, the Sponsor by all necessary action; (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation of the transactions contemplated by this Agreement hereby and the fulfillment performance of the terms hereof do its obligations hereunder will not materially conflict with, or result in any breach material violation of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or operating agreement of the Sponsor, or any material indenture, agreement or other instrument to which the Sponsor is a party or by which it the Sponsor is bound; nor result in the creation , or imposition of any Lien upon any of its properties pursuant to the terms of any such indenturedecree, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law ororder, to the best of the Sponsor’s knowledge, any orderstatute, rule or regulation applicable to the Sponsor Sponsor. (d) The terms set forth in this Agreement are as favorable to the Investor as the terms granted to all other investors entering into a similar agreement to purchase Founder Shares of any court or the SPAC in connection with expressing interest in the IPO, provided that the Investor acknowledges that Founders Shares have been offered to the Sponsor, executive officers, advisors, directors and director nominees of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the SPAC in connection with their service and the Sponsor or expressly reserves the right to issue membership interests in the Sponsor its properties; andsole discretion. (e) The Sponsor has complied, and will continue to comply, with all applicable laws, including, without limitation, the Anti-Corruption Laws and the Anti-Money Laundering Laws. (f) There are no proceedings or investigations pending orThe Sponsor has not, to its knowledge threatened against and agrees that it before any courtshall not, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of in connection with the transactions contemplated by this Agreement Agreement, or in connection with any other business transactions involving Investor or its subsidiaries, make any payment, transfer anything of value, or offer anything of value, directly or indirectly: • to any governmental official or employee (including employees of a government corporation or public international organization) or to any political party or candidate for public office; or • to any other person or entity if such payments or transfers would violate the laws of the Basic Documentscountry in which made, the laws of the United States, including the trade sanction and economic embargo programs enforced by OFAC or the laws of any other applicable country. (Cg) seeking any determination There are no pending or, to the knowledge of the Sponsor, threatened, actions, which, if determined adversely, would, individually or ruling that might materially in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Sponsor to enter into and adversely affect its performance of perform its obligations under, or the validity or enforceability of, under this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual CertificatesAgreement.

Representations and Warranties of the Sponsor. The Sponsor makes hereby represents, warrants and covenants to the following representations and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which Trustee, the Insurer relies in issuing and to the Policy.Owners as of the Startup Day that: (a) The Sponsor is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and is in good standing as a Delaware limited liability company with foreign corporation in each jurisdiction in which the nature of its business, or the properties owned or leased by it make such qualification necessary. The Sponsor has all requisite corporate power and authority to own and operate its properties and properties, to conduct carry out its business as such properties are currently owned and such business is presently conducted and is as proposed to be conducted pursuant and to this Agreement enter into and the Basic Documents; (b) It is duly qualified to do business as a foreign company in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of discharge its obligations under this Agreement and the Basic other Operative Documents requires such qualification;to which it is a party. (cb) The Sponsor has the power execution and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when executed and delivered by the Sponsor, will constitute the legal, valid and binding obligations of the Sponsor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary action; (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation other Operative Documents to which the Sponsor is a party by the Sponsor and its performance and compliance with the terms of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any other Operative Documents to which it is a party have been duly authorized by all necessary corporate action on the part of the terms Sponsor and provisions of, will not violate the Sponsor's Articles of Incorporation or Bylaws or constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) a default under, or result in the certificate of formation or operating agreement of the Sponsorbreach of, or any material indenturecontract, agreement or other instrument to which the Sponsor is a party or by which it the Sponsor is bound; nor result in the creation , or imposition violate any statute or any order, rule or regulation of any Lien upon court, governmental agency or body or other tribunal having jurisdiction over the Sponsor or any of its properties pursuant properties. (c) This Agreement and the other Operative Documents to which the Sponsor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Sponsor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) The Sponsor is not in default with respect to any order or decree of any such indenturecourt or any order, agreement 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 Sponsor or its properties or might have consequences that would materially and adversely affect its performance hereunder and under the other instrument Operative Documents to which it is a party. (other than pursuant to the Basic Documents); nor violate any law e) No litigation is pending or, to the best of the Sponsor’s 's knowledge, any order, rule or regulation applicable to threatened against the Sponsor which litigation might have consequences that would prohibit its entering into this Agreement or any other Operative Document to which it is a party or that would materially and adversely affect the condition (financial or otherwise) or operations of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling might have consequences that might would materially and adversely affect its performance hereunder and under the other Operative Documents to which it is a party. (f) No certificate of its obligations underan officer, statement furnished in writing or report delivered pursuant to the validity terms hereof by the Sponsor contains any untrue statement of a material fact or enforceability ofomits to state any material fact necessary to make the certificate, this Agreement statement or report not misleading. (g) The statements contained in the Registration Statement which describe the Sponsor or matters or activities for which the Sponsor is responsible in accordance with the Operative Documents or which are attributed to the Sponsor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Sponsor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Sponsor not misleading. To the best of the Basic DocumentsSponsor's knowledge and belief, the Registration Statement does not contain any untrue statement of a material fact required to be stated therein or omit to state any material fact required to be stated therein or necessary to make the statements contained therein not misleading. (Dh) seeking All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to adversely affect the federal income tax or other federalbe taken, state or local tax attributes of the Notes or the Residual Certificates.given or

Representations and Warranties of the Sponsor. The Sponsor makes hereby represents and warrants to the following representations and warranties on which Originator, as of the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes date of execution of this Agreement and the Residual Certificates and upon which the Insurer relies in issuing the Policy.Closing Date, that: (a) The Sponsor is a corporation duly organized and organized, validly existing as a Delaware limited liability company with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to this Agreement and in good standing under the Basic Documentslaws of the State of North Carolina; (b) It is duly qualified The Sponsor has the corporate power and authority to do business as a foreign company in good standingcreate the Trust, cause the Trust to acquire the Mortgage Loans and issue the Securities and to execute, deliver and perform, and has obtained to enter into and consummate all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of its obligations under transactions contemplated by this Agreement and the Basic Documents requires such qualificationAgreement; (c) The Sponsor This Agreement has the power been duly and authority to execute and deliver this Agreement and to carry out its terms; this Agreementvalidly authorized, when executed and delivered by the Sponsor, will constitute and, assuming the due authorization, execution and delivery hereof by the Originator, constitutes the legal, valid and binding obligations agreement of the Sponsor, enforceable against the Sponsor in accordance with its terms, except as such enforceability enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ the rights generally of creditors generally, and by general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized equity principles (regardless of whether such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary actionenforcement is considered in a proceeding in equity or at law); (d) No consent, licenseapproval, approval authorization or authorization order of or registration or declaration filing with, any Person or with notice to, any governmental authority, bureau authority or agency court is required in connection with for the execution, delivery or and performance of or compliance by the Sponsor with this Agreement and or the Basic Documentsconsummation by the Sponsor of any of the transactions contemplated hereby, except for such as have been obtained, effected made on or made;prior to the Closing Date; and (e) The None of the execution and delivery of this Agreement, the consummation of the other transactions contemplated by this Agreement and hereby, or the fulfillment of the terms hereof do not conflict with, result in any breach of any of or compliance with the terms and provisions conditions of this Agreement, (i) conflicts or will conflict with the organization documents of the Sponsor or conflicts or will conflict with or results or will result in a breach of, or constitutes or will constitute (with or without notice or lapse of time) a default or results or will result in an acceleration under, the certificate any term, condition or provision of formation or operating agreement of the Sponsor, or any material indenture, deed of trust, contract or other agreement or other instrument to which the Sponsor is a party or by which it is bound; nor bound and which is material to the Sponsor, or (ii) results or will result in the creation or imposition a violation of any Lien upon any of its properties pursuant to the terms of any such indenturelaw, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law orrule, to the best of the Sponsor’s knowledgeregulation, any order, rule judgment or regulation applicable to the Sponsor decree of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality authority having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual CertificatesSponsor.

Representations and Warranties of the Sponsor. The Sponsor makes Sponsor, on its own behalf and in its capacity as sponsor of the following representations Trust, represents and warranties on which warrants to, and agrees with, the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy.Initial Purchaser that: (a) The at the time the conditions set forth in section ‎6 hereof have been waived or satisfied (such time, the “Closing Time”) (i) the Registration Statement will be effective and no stop order of the Commission with respect thereto has been issued and no proceedings for such purpose have been instituted or, to the Sponsor’s knowledge after due inquiry, will then be contemplated by the Commission; (ii) each Prospectus, at the time of filing thereof, shall have complied in all material respects with the requirements of the Act and the last Prospectus distributed in connection with the offering of the shares does 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 statements therein, in light of the circumstances under which they were made, not misleading; (iii) the Registration Statement complies, and at the time such Registration Statement became effective complied, in all material respects with the requirements of the Act and the Prospectus will comply, as of its date and at the Closing Time, in all material respects with the requirements of the Act and any statutes, regulations, contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed; (iv) the conditions to the use of Form S-1 have been satisfied; and (v) the Registration Statement does not contain, and at the time such Registration Statement became effective did 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 statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor makes no warranty or representation with respect to any statement contained in the Registration Statement or the Prospectus in reliance upon and in conformity with information concerning the Initial Purchaser and furnished in writing by or on behalf of the Initial Purchaser to the Sponsor expressly for use in the Registration Statement or such Prospectus; (b) on the date of the Initial Deposit, the statement of financial position is as set forth in the section of the Registration Statement and the Prospectus entitled “Statement of Financial Condition”; (c) as of the date hereof, the Trust has been duly organized formed and is validly existing as a Delaware limited liability company statutory trust under the laws of the State of Delaware, with power and authority to (i) issue and deliver the Shares comprising the Initial Creation Units as contemplated herein, and (ii) operate as described in the Registration Statement and the Prospectus; (d) the Sponsor has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority (corporate and other) to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to this Agreement described in the Registration Statement and the Basic DocumentsProspectus; (be) It is duly qualified to do business as a foreign company in good standingof the Closing Time, complete and correct copies of the Trust Agreement, and has obtained any and all necessary licenses and approvalsamendments thereto, in all jurisdictions in which effect as of the ownership or lease of its propertyClosing Time, have been delivered to the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualificationInitial Purchaser; (cf) The Sponsor has the power Shares comprising the Initial Creation Units shall be duly and authority to execute and deliver this Agreement and to carry out its terms; this Agreementvalidly authorized and, when executed issued and delivered by the Sponsoragainst payment therefor as provided herein, will constitute the legalbe validly issued, valid fully paid and binding obligations non-assessable and as of the SponsorClosing Time shall conform in all material respects to the description of the Shares comprising the Initial Creation Units contained in the Prospectus; (g) neither the Sponsor nor the Trust is in material breach or material violation of or in material default under (nor has any event occurred which with notice, enforceable lapse of time or both would result in accordance with any material breach or material violation of, constitute a material default under or give the holder of any indebtedness (or a person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a part of such indebtedness under) its termsrespective constitutive documents, except as such enforceability or any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the Sponsor or the Trust is a party or by which either of them or any of their properties may be limited by bankruptcybound or affected, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by Agreement, the issuance and sale of the Shares and the consummation of the transactions contemplated hereby will not conflict with, result in any breach or violation of or constitute a default under (nor constitute any event which with notice, lapse of time or both would result in any breach or violation of or constitute a default under), respectively, the constitutive documents of the Sponsor or the Trust Agreement, or any indenture, mortgage, deed of trust, bank loan or credit agreement or other evidence of indebtedness, or any license, lease, contract or other agreement or instrument to which the Sponsor or the Trust is a party or by all necessary actionwhich either of them or any of their respective properties may be bound or affected, or any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to the Sponsor or the Trust; (dh) No consentno approval, licenseauthorization, approval consent or authorization order of or registration or declaration with, any Person or filing with any federal, state, local or foreign governmental authorityor regulatory commission, bureau board, body, authority or agency is required in connection with the execution, delivery issuance and sale of the Shares or performance of this Agreement the consummation by the Sponsor and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation Trust of the transactions contemplated hereby other than registration of the Shares under the Act, which has been or will be effected, and any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the shares are being offered by this Agreement the Initial Purchaser or under the rules and regulations of the Financial Industry Regulatory Authority (“FINRA”); (i) except as set forth in the Registration Statement and the fulfillment Prospectus, (i) no person has the right, contractual or otherwise, to cause the Trust to issue or sell to it any Shares or other equity interest of the terms hereof do not conflict withTrust, result and (ii) no person has the right to act as an underwriter or as a financial advisor to the Trust in any breach of any connection with the offer and sale of the terms Shares, in the case of each of the foregoing clauses ‎(i) and provisions (ii), whether as a result of the filing or effectiveness of the Registration Statement or the sale of the Shares as contemplated thereby or otherwise; no person has the right, contractual or otherwise, to cause the Sponsor on behalf of the Trust to register under the Act any other equity interests of the Trust, or to include any such shares or interests in the Registration Statement or the offering contemplated thereby, whether as a result of the filing or effectiveness of the Registration Statement or the sale of the shares as contemplated thereby or otherwise; (j) each of the Sponsor and the Trust has all necessary licenses, authorizations, consents and approvals and has made all necessary filings required under any federal, state, local or foreign law, regulation or rule, and has obtained all necessary authorizations, consents and approvals from other persons, in order to conduct its respective business; neither the Sponsor nor the Trust is in violation of, or constitute (with or without notice or lapse of time) a in default under, or has received notice of any proceedings relating to revocation or modification of, any such license, authorization, consent or approval or any federal, state, local or foreign law, regulation or rule or any decree, order or judgment applicable to the certificate Sponsor or the Trust; (k) all legal or governmental proceedings, affiliate transactions, off-balance sheet transactions, contracts, licenses, agreements, leases or documents of formation a character required to be described in the Registration Statement or operating agreement of the Prospectus or to be filed as exhibits to the Registration Statement have been so described or filed as required; (l) except as set forth in the Registration Statement and the Prospectus, there are no material actions, suits, claims, investigations or proceedings pending or threatened or, to the Sponsor’s knowledge after due inquiry, or any material indenture, agreement or other instrument contemplated to which the Sponsor or the Trust, or (to the extent that is or could be material in the context of the offering and sale of the Shares) any of their respective directors or officers, is or would be a party or of which any of their respective properties are or would be subject at law or in equity, before or by which it any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency; (m) [•], whose report on the audited statement of financial condition of the Trust is bound; nor result filed with the Commission as part of the Registration Statement and the Prospectus, are independent public accountants as required by the Act; (n) the audited statement of financial condition included in the creation Prospectus, together with the related notes and schedules, presents fairly the financial position of the Trust as of the date indicated and has been prepared in compliance with the requirements of the Act and in conformity with generally accepted accounting principles; there are no financial statements (historical or imposition of pro forma) that are required to be included in the Registration Statement and the Prospectus that are not included as required; and the Trust does not have any Lien upon material liabilities or obligations, direct or contingent (including any of its properties pursuant off-balance sheet obligations), not disclosed in the Registration Statement and the Prospectus; (o) subsequent to the terms respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been any such indenture(i) material adverse change, agreement or other instrument any development involving a prospective material adverse change affecting the Sponsor or the Trust, (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Sponsor’s knowledge, any order, rule or regulation applicable ii) transaction which is material to the Sponsor of or the Trust taken as a whole, (iii) obligation, direct or contingent (including any court or of any Federal or state regulatory bodyoff-balance sheet obligations), administrative agency or other governmental instrumentality having jurisdiction over incurred by the Sponsor or its propertiesthe Trust, which is material to the Trust, (iv) change in the Shares or outstanding indebtedness of the Trust, or (v) dividend or distribution of any kind declared, paid or made on the Shares; (p) the Trust is not and, after giving effect to the offering and sale of the Shares, will not be an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act of 1940, as amended; (q) the Trust is not a “commodity pool” and the Sponsor is not required to register as a “commodity pool operator” under the Commodity Exchange Act of 1936, as amended; and (fr) There are no proceedings or investigations pending or, the Trust is not subject to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity of this Agreement tax filing or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes or the Residual Certificates or the consummation payment obligation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federalassessment of a similar nature (whether imposed directly or through withholding) including any interest, state additions to tax or local tax attributes penalties applicable thereto due or claimed to be due. In addition, any certificate signed by any officer of the Notes Sponsor and delivered to the Initial Purchaser or counsel for the Residual CertificatesInitial Purchaser in connection with the offering of the Shares shall be deemed to be a representation and warranty by the Sponsor, as the case may be, as to matters covered thereby, to the Initial Purchaser.

Representations and Warranties of the Sponsor. The Sponsor makes the following representations hereby represents and warranties on which warrants to the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy.that: (a) The Sponsor is duly organized and validly existing as a Delaware limited liability company corporation in good standing under the laws of the State of Nevada, with corporate power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to this Agreement and the Basic Documents;conducted. (b) It The Sponsor is duly qualified to do business as a foreign limited liability company in good standing, and has obtained all necessary licenses and approvals, approvals in all jurisdictions in which the ownership or lease of its property, property or the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires shall require such qualification;qualifications. (c) The Sponsor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when executed and delivered by the Sponsor, will constitute the legal, valid and binding obligations of the Sponsor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has shall have duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary corporate action;. (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate Articles of formation or operating agreement Incorporation of the Sponsor, or any material indenture, agreement or other instrument to which the Sponsor is a party or by which it is bound; nor result in the creation or imposition of any Lien lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Sponsor’s 's knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any Federal federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual Certificates.

Representations and Warranties of the Sponsor. The Sponsor makes hereby represents and warrants as follows as of the following date hereof; provided, that, to the extent such representations and warranties on which are given only as of a specified date or dates, the Owner Trustee relies in accepting the Owner Trust Estate in trust Sponsor only makes such representations and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy.warranties as of such date or dates: (a) From the date hereof and at all times subsequent thereto up to and including the date on which the last Offering is terminated (the “Offerings Termination Date”), the Memoranda will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor makes no warranty or representation with respect to any statement contained in or omitted from the Memoranda made in reliance upon and in conformity with information furnished in writing to the Sponsor by the Dealer Manager or any Participating Distribution Agent expressly for use in the Memoranda. (b) The Sponsor is duly organized and validly existing as a Delaware limited liability company duly and validly formed and existing under the laws of the State of Delaware, with all requisite power and authority to own its properties enter into this Agreement and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to this Agreement and described in the Basic Documents; (b) It is duly qualified to do business as a foreign company in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification;Memoranda. (c) The Sponsor has the power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when executed and delivered by the Sponsor, will constitute the legal, valid and binding obligations of the Sponsor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary action; (d) No consent, licenseapproval, approval or authorization or registration other order of any court or declaration withother governmental agency, any Person authority or with any governmental authority, bureau body has been or agency is required in connection with the execution, execution or delivery or performance of this Agreement and or for the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation of the transactions contemplated herein by this Agreement the Sponsor or any Trust except as may be required under the Securities Act, and the fulfillment applicable rules and regulations of the terms hereof do not conflict withSecurities and Exchange Commission (the “SEC”) promulgated under the Securities Act (the “Rules and Regulations”), result or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by the Financial Industry Regulatory Authority, Inc. (“FINRA”) or under the applicable “blue sky” or other state securities laws. (d) Except as disclosed in any breach of the Memoranda (as amended or supplemented), there are no actions, suits or proceedings against, or investigations of, the Sponsor or any of its subsidiaries pending or, to the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or operating agreement knowledge of the Sponsor, or any material indenture, agreement or other instrument to which threatened against the Sponsor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Sponsor’s knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it subsidiaries before any court, arbitrator, regulatory body, administrative agency or other tribunal tribunal, domestic or governmental instrumentality having jurisdiction over foreign, that would reasonably be expected, individually or in the aggregate, to cause a Sponsor MAE (as defined below). “Sponsor MAE” means any event, circumstance, occurrence, fact, condition, change or its properties effect, individually or in the aggregate, that is, or could reasonably be expected to be, materially adverse to (A) asserting the invalidity of this Agreement condition, financial or any otherwise, earnings, business, affairs or prospects of the Basic Documents, Sponsor and its subsidiaries considered as a whole or (B) seeking to prevent the issuance ability of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by Sponsor to perform its obligations under this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, of this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual CertificatesDST Interests.

Representations and Warranties of the Sponsor. The Sponsor makes hereby represents, warrants and covenants to the following representations and warranties on which Indenture Trustee, the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which Master Servicer, the Insurer relies in issuing and to the Policy.Noteholders as of the Closing Date that: (a) The Sponsor is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Nevada and is in good standing as a Delaware limited liability company with foreign corporation in each jurisdiction in which the nature of its respective business, or the properties owned or leased by it make such qualification necessary. The Sponsor has all requisite corporate power and authority to own and operate its properties and respective properties, to conduct carry out its respective business as such properties are currently owned and such business is presently conducted and is as proposed to be conducted pursuant and to this Agreement enter into and the Basic Documents; (b) It is duly qualified to do business as a foreign company in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of discharge its property, the conduct of its business and the performance of its respective obligations under this Agreement and the Basic other Operative Documents requires such qualification;to which it is a party. (cb) The Sponsor has the power execution and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when executed and delivered by the Sponsor, will constitute the legal, valid and binding obligations of the Sponsor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary action; (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation other Operative Documents to which the Sponsor is a party by the Sponsor and its performance and compliance with the terms of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any other Operative Documents to which it is a party have been duly authorized by all necessary corporate action on the part of the terms Sponsor and provisions of, will not violate the Sponsor's Articles of Incorporation or Bylaws or constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) a default under, or result in the certificate of formation or operating agreement of the Sponsorbreach of, or any material indenturecontract, agreement or other instrument to which the Sponsor is a party or by which it the Sponsor is bound; nor result in the creation , or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Sponsor’s knowledge, statute or any order, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory bodycourt, administrative governmental agency or body or other governmental instrumentality tribunal having jurisdiction over the Sponsor or any of its properties; and. (fc) There are no proceedings or investigations pending orThis Agreement and the other Operative Documents to which the Sponsor is a party, to its knowledge threatened assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Sponsor enforceable against it before any courtin accordance with the terms hereof and thereof, regulatory bodyexcept as the enforcement hereof and thereof may be limited by applicable bankruptcy, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documentsinsolvency, (B) seeking to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual Certificates.reorganization,

Representations and Warranties of the Sponsor. The Sponsor makes hereby represents and warrants to the following representations and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy.Company as follows: (a) The Sponsor is duly organized the only record and validly existing a beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act) of, and has good, valid and marketable title to, the Covered Shares, free and clear of Liens other than as created by this Agreement or the Acies Organizational Document. As of the date hereof, other than the Covered Shares, the Sponsor does not own beneficially or of record any shares of capital stock of Acies (or any rights, options, warrants to acquire, or any debt, loans or other securities convertible into or exercisable or exchange able for, shares of capital stock of Acies) or any interest therein. (b) The Sponsor (i) except as provided in this Agreement, has full voting power, full power of disposition and full power to issue instructions with respect to the matters set forth herein, in each case, with respect to the Covered Shares, (ii) has not entered into any voting agreement or voting trust with respect to any of the Covered Shares that is inconsistent with the Sponsor’s obligations pursuant to this Agreement, (iii) has not granted a Delaware limited liability company proxy or power of attorney with power and authority respect to own its properties and to conduct its business as such properties are currently owned and such business any of the Sponsor’s Covered Shares that is presently conducted and is proposed to be conducted inconsistent with the Sponsor’s obligations pursuant to this Agreement and the Basic Documents;(iv) has not entered into any agreement or undertaking that is otherwise inconsistent with, or would adversely affect, interfere with, or prohibit or prevent it from satisfying, its obligations pursuant to this Agreement. (bc) It The Sponsor (i) is a legal entity duly qualified organized, validly existing and, to do business as a foreign company the extent such concept is applicable, in good standingstanding under the Laws of the jurisdiction of its organization, and (ii) has obtained all requisite limited liability company or other power and authority and has taken all limited liability company or other action necessary licenses in order to, execute, deliver and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of perform its obligations under this Agreement and to consummate the Basic Documents requires such qualification; (c) The Sponsor transactions contemplated hereby. This Agreement has the power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when been duly executed and delivered by the Sponsor, will constitute the legal, Sponsor and constitutes a valid and binding obligations agreement of the Sponsor, Sponsor enforceable against the Sponsor in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other and similar laws Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principles; principles of equity. (d) Other than the filings, notices and reports pursuant to, in compliance with or required to be made under the Exchange Act, no filings, notices, reports, consents, registrations, approvals, permits, waivers, expirations of waiting periods or authorizations are required to be obtained by the Sponsor has full power and authority to sell and assign the property from, or to be sold and assigned to and deposited given by the Sponsor to, or be made by the Sponsor with, any Governmental Authority in connection with the Trust execution, delivery and performance by the Sponsor of this Agreement, the consummation of the transactions contemplated hereby or the Mergers and the Sponsor has duly authorized such sale and assignment and deposit to other transactions contemplated by the Trust by all necessary action; and the Merger Agreement. (e) The execution, delivery and performance of this Agreement has been duly authorized by the Sponsor does not, and the consummation of the transactions contemplated hereby or the Mergers and the other transactions contemplated by all necessary action; the Merger Agreement will not, constitute or result in (di) No consenta breach or violation of, licenseor a default under, approval the limited liability company agreement or authorization similar governing documents of the Sponsor, (ii) with or registration without notice, lapse of time or declaration withboth, a breach or violation of, a termination (or right of termination) of or a default under, the loss of any Person benefit under, the creation, modification or acceleration of any obligations under or the creation of a Lien on any of the properties, rights or assets of the Sponsor pursuant to any Contract binding upon the Sponsor or, assuming (solely with any governmental authority, bureau or agency is required in connection with the execution, delivery or respect to performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation of the transactions contemplated by this Agreement and hereby) compliance with the fulfillment of the terms hereof do not conflict withmatters referred to in Section 3(d), result in under any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or operating agreement of the Sponsor, or any material indenture, agreement or other instrument applicable Law to which the Sponsor is a party subject or by which it is bound; nor result (iii) any change in the creation rights or imposition obligations of any Lien party under any Contract legally binding upon any the Sponsor, except, in the case of clause (ii) or (iii) directly above, as would not, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the Sponsor’s ability to perform its properties pursuant obligations hereunder or to consummate the terms transactions contemplated hereby, the consummation of any such indenturethe Mergers or the other transactions contemplated by the Merger Agreement. (f) As of the date of this Agreement, agreement there is no action, proceeding or other instrument (other than pursuant to investigation pending against the Basic Documents); nor violate any law Sponsor or, to the best knowledge of the Sponsor’s knowledge, any order, rule or regulation applicable to threatened against the Sponsor that questions the beneficial or record ownership of any court or of any Federal or state regulatory bodythe Covered Shares, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity validity of this Agreement or the performance by the Sponsor of its obligations under this Agreement. (g) Neither the Sponsor nor any of its Affiliates has ever been suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license or registration denied, suspended or revoked. (h) Other than as set forth on Schedule 1 attached hereto, neither the Basic Documents, (B) seeking to prevent the issuance Sponsor nor any Affiliate of the Notes Sponsor, nor any director or officer of the Sponsor or Acies, shall receive (or be entitled to receive) from Acies, PubCo or the Residual Certificates Company any finder’s fee, reimbursement, consulting fee, monies or consideration in the form of equity in respect of any repayment of a loan or other compensation prior to, or in connection with, any services rendered in order to effectuate the consummation of any Acies’ initial Business Combination (regardless of the transactions contemplated type of transaction that it is, but including, for the avoidance of doubt, the Mergers). (i) Except as described on Section 5.19 of the Acies Disclosure Schedule, no broker, finder, investment banker or other Person is entitled to any brokerage fee, finders’ fee or other commission (including any deferred underwriting commission) in connection with the Transactions (including the PIPE Financing) or as a result of the Closing based upon arrangements made by this Agreement Sponsor, for which Acies or any of its Affiliates may become liable. (j) Other than as set forth on Schedule 3 attached hereto (any agreement set forth thereon, a “Sponsor Affiliate Agreement”), none of the Basic DocumentsSponsor or, (C) seeking to the knowledge of such Sponsor, any determination Affiliate of Sponsor or ruling that might materially and adversely affect its performance any other Person in which Sponsor has a direct or indirect legal, contractual or beneficial ownership of its obligations under5% or greater is party to, or has any rights with respect to or arising from, any agreement with Acies or its Subsidiaries. (k) Sponsor holds sufficient Acies Class B Ordinary Shares and has the validity or enforceability of, necessary authority to waive application of the Acies Anti-Dilution Provisions pursuant to Section 4(d). (l) The Sponsor understands and acknowledges that the Company and Acies are entering into the Merger Agreement in reliance upon the Sponsor’s execution and delivery of this Agreement or any and the representations, warranties, covenants and other agreements of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual CertificatesSponsor contained herein.

Representations and Warranties of the Sponsor. The Sponsor makes the following representations and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes Notes, the Residual Certificates and the Residual Class S Certificates and upon which the Insurer relies in issuing the Policy. (a) The Sponsor is duly organized and validly existing as a Delaware limited liability company corporation with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to this Agreement and the Basic Documents; (b) It is duly qualified to do business as a foreign company corporation in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification; (c) The Sponsor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when executed and delivered by the Sponsor, will constitute the legal, valid and binding obligations of the Sponsor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary corporate action; (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation incorporation or operating agreement by-laws of the Sponsor, or any material indenture, agreement or other instrument to which the Sponsor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Sponsor’s 's knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor it or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes Notes, the Residual Certificates or the Residual Class S Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes Notes, the Residual Certificates or the Residual Class S Certificates.

Representations and Warranties of the Sponsor. The Sponsor makes the following representations and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer Credit Enhancer relies in issuing the Policy. (a) The Sponsor is duly organized and validly existing as a Delaware limited liability company corporation with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to this Agreement and the Basic Documents; (b) It is duly qualified to do business as a foreign company corporation in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification; (c) The Sponsor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when executed and delivered by the Sponsor, will constitute the legal, valid and binding obligations of the Sponsor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary corporate action; (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation incorporation or operating agreement by-laws of the Sponsor, or any material indenture, agreement or other instrument to which the Sponsor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Sponsor’s 's knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor it or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes Certificates or the Residual Certificates Notes or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual Certificates.

Representations and Warranties of the Sponsor. The Sponsor makes hereby represents and warrants to the following representations and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which Trustee on behalf of the Insurer relies in issuing Certificateholders that as of the Policy.Closing Date or as of such date specifically provided herein: (ai) The Sponsor is duly organized and organized, validly existing and in good standing as a Delaware limited liability company with under the laws of the State of Delaware and has the power and authority to own its properties assets and to conduct its transact the business as such properties are in which it is currently owned and such business is presently conducted and is proposed to be conducted pursuant to this Agreement and the Basic Documents; (b) It engaged. The Sponsor is duly qualified to do business as a foreign company and is in good standing, and has obtained all necessary licenses and approvals, standing in all jurisdictions each jurisdiction in which the ownership character of the business transacted by it or lease of 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 propertybusiness, the conduct of its business and properties, assets or condition (financial or other), (b) the performance of its obligations under this Agreement and Agreement, (c) the Basic Documents requires such qualification;value or marketability of the Mortgage Loans, or (d) its ability to foreclose on the related Mortgaged Properties. (cii) The Sponsor has the power and authority to execute make, execute, deliver and deliver perform this Agreement and to carry out its terms; consummate all of the transactions contemplated hereunder and has taken all necessary action to authorize the execution, delivery and performance of this Agreement, when . When executed and delivered by the Sponsordelivered, this Agreement will constitute the Sponsor’s legal, valid and binding obligations of the Sponsor, enforceable in accordance with its terms, except as enforcement of such enforceability terms may be limited by (1) bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and by the availability of equitable remedies, (2) general equitable principles; 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 Sponsor holds all necessary licenses, certificates and permits from all governmental authorities necessary for conducting its business as it is 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 Sponsor has full power and authority to sell and assign conduct its business as it is presently conducted. It is not required to obtain the property to be sold and assigned to and deposited 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 Trust and 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 Sponsor has duly authorized such sale and assignment and deposit case may be, prior to the Trust by all necessary action; and the Closing Date. (iv) The execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary action; (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do will not conflict with, with or result in any a breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, any provision of any existing law or regulation or any order or decree of any court applicable to the certificate Sponsor or any of formation its properties or operating agreement any provision of the Sponsorits Limited Liability Company Agreement, or any constitute a material indenturebreach of, agreement or other instrument to which the Sponsor is a party or by which it is bound; nor result in the creation or imposition of any Lien lien, charge or encumbrance upon any of its properties pursuant to the terms of any such mortgage, indenture, agreement contract or other instrument agreement to which it is a party or by which it may be bound. (other than v) No certificate of an officer, written statement or report delivered pursuant to the Basic Documents); nor violate any law or, to the best of the Sponsor’s knowledge, any order, rule or regulation applicable to terms hereof by the Sponsor contains any untrue statement of a material fact or omits to state any court material fact necessary to make the certificate, statement or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; andreport not misleading. (fvi) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the The transactions contemplated by this Agreement or any are in the ordinary course of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual CertificatesSponsor’s business.

Representations and Warranties of the Sponsor. The Sponsor makes hereby represents, warrants and covenants to the following representations Trustee, the Certificate Insurer and warranties on which to the Owner Trustee relies in accepting Owners as of the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy.Startup Day that: (a) The Sponsor is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and is in good standing as a Delaware limited liability company with foreign corporation in each jurisdiction in which the nature of its business, or the properties owned or leased by it make such qualification necessary. The Sponsor has all requisite corporate power and authority to own and operate its properties and properties, to conduct carry out its business as such properties are currently owned and such business is presently conducted and is as proposed to be conducted pursuant and to this Agreement enter into and the Basic Documents; (b) It is duly qualified to do business as a foreign company in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of discharge its obligations under this Agreement and the Basic other Operative Documents requires such qualification;to which it is a party. (cb) The Sponsor has the power execution and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when executed and delivered by the Sponsor, will constitute the legal, valid and binding obligations of the Sponsor, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary action; (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation other Operative Documents to which the Sponsor is a party by the Sponsor and its performance and compliance with the terms of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any other Operative Documents to which it is a party have been duly authorized by all necessary corporate action on the part of the terms Sponsor and provisions of, will not violate the Sponsor's Articles of Incorporation or Bylaws or constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) a default under, or result in the certificate of formation or operating agreement of the Sponsorbreach of, or any material indenturecontract, agreement or other instrument to which the Sponsor is a party or by which it the Sponsor is bound; nor result in the creation , or imposition violate any statute or any order, rule or regulation of any Lien upon court, governmental agency or body or other tribunal having jurisdiction over the Sponsor or any of its properties pursuant properties. (c) This Agreement and the other Operative Documents to which the Sponsor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Sponsor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) The Sponsor is not in default with respect to any order or decree of any such indenturecourt or any order, agreement 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 Sponsor or its properties or might have consequences that would materially and adversely affect its performance hereunder and under the other instrument Operative Documents to which it is a party. (other than pursuant to the Basic Documents); nor violate any law e) No litigation is pending or, to the best of the Sponsor’s 's knowledge, any order, rule or regulation applicable to threatened against the Sponsor of which litigation might have consequences that would prohibit its entering into this Agreement or any court other Operative Document to which it is a party or of any Federal or state regulatory body, administrative agency or might have consequences that would materially and adversely affect its performance hereunder and under the other governmental instrumentality having jurisdiction over the Sponsor or its properties; andOperative Documents to which it is a party. (f) There are no proceedings No certificate of an officer, statement furnished in writing or investigations pending orreport delivered pursuant to the terms hereof by the Sponsor contains any untrue statement of a material fact or omits to state any material fact necessary to make the certificate, to its knowledge threatened against it before any court, regulatory body, administrative agency statement or other tribunal or governmental instrumentality having jurisdiction over report not misleading. (g) The statements contained in the Registration Statement which describe the Sponsor or its properties (A) asserting matters or activities for which the invalidity Sponsor is responsible in accordance with the Operative Documents or which are attributed to the Sponsor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of this Agreement a material fact with respect to the Sponsor or any omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Sponsor not misleading. To the best of the Basic DocumentsSponsor's knowledge and belief, the Registration Statement does not contain any untrue statement of a material fact required to be stated therein or omit to state any material fact required to be stated therein or necessary to make the statements contained therein not misleading. (Bh) seeking All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to prevent be taken, given or obtained, as the issuance case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which the Sponsor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Notes Certificates and the execution and delivery by the Sponsor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the Residual Certificates case may be, are in full force and effect on the date hereof, are not subject and are not reasonably expected to be subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of any of the transactions contemplated by this Agreement or any and the other Operative Documents on the part of the Basic Documents, (C) seeking any determination or ruling that might materially Sponsor and adversely affect its the performance by the Sponsor of its obligations underunder this Agreement and such of the other Operative Documents to which it is a party. (i) The transactions contemplated by this Agreement are in the ordinary course of business of the Sponsor. (j) The Sponsor received fair consideration and reasonably equivalent value in exchange for the sale of the interests in the Mortgage Loans evidenced by the Certificates. (k) The Sponsor did not sell any interest in any Mortgage Loan evidenced by the Certificates with any intent to hinder, delay or defraud any of its respective creditors. (l) The Sponsor is solvent and the Sponsor will not be rendered insolvent as a result of the sale of the Mortgage Loans to the Trust or the validity or enforceability of, this Agreement or any issuance of the Basic Documents, or (D) seeking to adversely affect Certificates. It is understood and agreed that the federal income tax or other federal, state or local tax attributes representations and warranties set forth in this Section 3.1 shall survive delivery of the Notes or Mortgage Loans to the Residual CertificatesTrust.

Representations and Warranties of the Sponsor. The Sponsor makes the following representations represents and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy.warrants to SEPA as follows: (a) The Sponsor is duly organized and organized, validly existing as a Delaware limited liability company with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted and is proposed to be conducted pursuant to this Agreement and the Basic Documents; (b) It is duly qualified to do business as a foreign company in good standing, standing under the laws of the State of Delaware and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification; (c) The Sponsor has the requisite power and authority to execute and deliver this Agreement and perform its respective obligations hereunder. (b) The Sponsor, in making the decisions to carry out its terms; enter into this Agreement and to forfeit the Forfeited Shares, has not relied upon any oral or written representations or assurances from SANUWAVE, SEPA or any of their respective officers, directors, partners, or employees or any other representatives or agents. (c) The Sponsor acknowledges that it has had the opportunity to review this Agreement and the transactions contemplated by this Agreement with the Sponsor’s own legal counsel and investment and tax advisors, has sought such accounting, legal and tax advice as the Sponsor has considered necessary to make an informed decision with respect to the transactions contemplated by this Agreement, when and has not received and is not relying on any statement, representation or warranty made by any person, firm or corporation (including without limitation SANUWAVE, SEPA or their Affiliates) in connection with the transactions contemplated by this Agreement. (d) The execution, delivery and performance of this Agreement by the Sponsor and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of Sponsor and no other actions or proceedings on the part of the Sponsor are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the Sponsor, will constitute Sponsor and constitutes the legal, valid and binding obligations of the Sponsor, enforceable against the Sponsor in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary action; (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made;. (e) The No filing with, or notification to, any Governmental Authority, and no consent, approval, authorization or permit of any other person is necessary for the execution of this Agreement by the Sponsor, the performance of its obligations hereunder or the consummation by it of the transactions contemplated by hereby. None of the execution and delivery of this Agreement and by the fulfillment Sponsor, the performance of its obligations hereunder or the consummation by it of the terms hereof do not transactions contemplated hereby shall (i) conflict with, with or result in any breach of the organizational documents of the Sponsor, (ii) result in, or give rise to, a violation or breach of or a default under any of the terms and provisions of, of any contract or constitute (with or without notice or lapse of time) a default under, the certificate of formation or operating agreement of the Sponsor, or any material indenture, agreement or other instrument obligation to which the Sponsor is a party or by which it is bound; nor result in the creation Sponsor or imposition of any Lien upon any of its properties pursuant to the terms of any such indentureassets may be bound, agreement or other instrument (other than pursuant to the Basic Documents); nor iii) violate any law orapplicable Law or Order, except for any of the foregoing in clauses (i) through (iii) as would not reasonably be expected to the best of impair the Sponsor’s knowledge, any order, rule or regulation applicable ability to the Sponsor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or perform its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity of obligations under this Agreement or in any of the Basic Documents, (B) seeking to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual Certificatesmaterial respect.

Representations and Warranties of the Sponsor. The Sponsor makes the following representations and warranties on which the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which the Insurer relies in issuing the Policy. (a) The Sponsor hereby represents and warrants to the Depositor that as of the date hereof that: (i) The Sponsor is a Delaware corporation duly organized and organized, validly existing as a Delaware limited liability company with and in good standing under the laws governing its creation and existence and has full corporate power and authority to own its properties and property, to conduct carry on its business as such presently conducted, and to enter into and perform its obligations under this Agreement; (ii) The execution and delivery by the Sponsor of this Agreement have been duly authorized by all necessary corporate action on the part of the Sponsor; none of the execution and delivery of this Agreement, the consummation of the transactions herein contemplated, or the compliance with the provisions hereof will conflict with or result in a breach of, or constitute a default under, any of the provisions of any law, governmental rule, regulation, judgment, decree or order binding on the Sponsor or its properties are currently owned or the federal stock charter or bylaws of the Sponsor; (iii) The execution, delivery and such business is presently conducted and is proposed to be conducted pursuant to performance by the Sponsor of this Agreement and the Basic Documentsconsummation of the transactions contemplated hereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained, given, effected or taken prior to the date hereof; (biv) It is This Agreement has been duly qualified to do business as a foreign company in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of its property, the conduct of its business and the performance of its obligations under this Agreement and the Basic Documents requires such qualification; (c) The Sponsor has the power and authority to execute and deliver this Agreement and to carry out its terms; this Agreement, when executed and delivered by the SponsorSponsor and, will constitute assuming due authorization, execution and delivery by the legalDepositor, constitutes a valid and binding obligations obligation of the Sponsor, Sponsor enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or subject to (A) applicable bankruptcy and insolvency laws and other similar laws affecting creditors’ the enforcement of the rights of creditors generally and (B) general equitable principlesprinciples of equity regardless of whether such enforcement is considered in a proceeding in equity or at law; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit and (v) There are no actions, suits or proceedings pending or, to the Trust by all necessary action; and the execution, delivery and performance of this Agreement has been duly authorized by the Sponsor by all necessary action; (d) No consent, license, approval or authorization or registration or declaration with, any Person or with any governmental authority, bureau or agency is required in connection with the execution, delivery or performance of this Agreement and the Basic Documents, except for such as have been obtained, effected or made; (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or operating agreement knowledge of the Sponsor, threatened or any material indenturelikely to be asserted against or affecting the Sponsor, agreement or other instrument to which the Sponsor is a party before or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Sponsor’s knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory bodyadministrative agency, administrative agency or other tribunal arbitrator or governmental instrumentality having jurisdiction over the Sponsor or its properties body (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking with respect to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or (B) with respect to any other matter which in the judgment of the Basic Documents, (C) seeking any determination or ruling that might Sponsor will be determined adversely to the Sponsor and will if determined adversely to the Sponsor materially and adversely affect it or its performance of business, assets, operations or condition, financial or otherwise, or adversely affect its ability to perform its obligations underunder this Agreement. (vi) The Sponsor (A) currently operates or actively participates in an on-going and active program or business to make periodic purchases of mortgage loans from originators or other Sponsors, with a portion of the proceeds generated by such program or business being used to purchase mortgages made to borrowers who are: low-income families (families with incomes of 80% or less of area median income) living in low-income areas (a census tract or block numbering area in which the validity median income does not exceed 80% of the area median income) and/or very low-income families (families with incomes of 60% or enforceability ofless of area median income), and (B) agrees that Xxxxxxx Mac for a period of two (2) years following the date of this Agreement may contact the Sponsor to confirm that it continues to operate or any actively participate in the mortgage program or business and to obtain other nonproprietary information about the Sponsor's activities that may assist Xxxxxxx Mac in completing its regulatory reporting requirements. The Sponsor must make reasonable efforts to provide such information to Xxxxxxx Mac. (b) The representations and warranties of the Basic DocumentsCompany with respect to each Mortgage Loan contained in the Warranties and Servicing Agreement were made as of the date of the transfer of each such Mortgage Loan to the Depositor. To the extent that any fact, condition or event with respect to a Mortgage Loan constitutes a breach of both (i) a representation or warranty of the Company under the Warranties and Servicing Agreement and (ii) a representation or warranty of the Sponsor under this Agreement, the sole right or remedy of the Depositor with respect to a breach by the sponsor of such representation and warranty (other than a breach by the Sponsor of the representations and warranties made pursuant to Sections 1.04(b)(vi) and 1.04(b)(vii)) shall be the right to enforce the obligations of the Company under any applicable representation or warranty made by it. The representations made by the Sponsor pursuant to Sections 1.04(b)(vi) and 1.04(b)(vii) shall be direct obligations of the Sponsor. The Depositor acknowledges and agrees that the representations and warranties of the Sponsor in this Section 1.04(b) (other than the representations and warranties made pursuant to Sections 1.04(b)(vi) and 1.04(b)(vii)) are applicable only to facts, conditions or events that do not constitute a breach of any representation or warranty made by the Company in the Warranties and Servicing Agreement. The Sponsor shall have no obligations or liability with respect to any breach of a representation or warranty made by it with respect to the Mortgage Loans if the fact, condition or event constituting such breach also constitutes a breach of a representation or warranty made by the Company in the Warranties and Servicing Agreement, without regard to whether the Company fulfills its contractual obligations in respect of such representation or warranty; provided, however, that if the Company fulfills its obligations under the provisions of the Warranties and Servicing Agreement by substituting for the affected Mortgage Loan a mortgage loan that is not a Replacement Mortgage Loan, the Sponsor shall, in exchange for such substitute mortgage loan, provide the Depositor (a) with the applicable Purchase Price for the affected Mortgage Loan or (Db) seeking within the two-year period following the Closing Date, with a Qualified Substitute Mortgage Loan for such affected Mortgage Loan. Subject to adversely affect the federal income tax or other federalforegoing, state or local tax attributes the Sponsor represents and warrants upon delivery of the Notes Mortgage Loans to the Depositor hereunder, as to each Mortgage Loan, that as of April 1, 1006: (i) The information set forth with respect to the Mortgage Loans on the Mortgage Loan Schedule provides an accurate listing of the Mortgage Loans, and the information with respect to each Mortgage Loan on the Mortgage Loan Schedule is true and correct in all material respects at the date or dates respecting which such information is given; (ii) As of the Residual CertificatesClosing Date, no Mortgage Loan is in foreclosure; (iii) As of the Closing Date, each Mortgage Loan is a "qualified mortgage" within the meaning of Section 860G of the Code (as determined without regard to Treas.

Representations and Warranties of the Sponsor. The Sponsor makes hereby represents, warrants and covenants to the following representations and warranties on which Indenture Trustee, the Owner Trustee relies in accepting the Owner Trust Estate in trust and issuing the Notes and the Residual Certificates and upon which Master Servicer, the Insurer relies in issuing and to the Policy.Class A Noteholders as of the Closing Date that: (a) The Sponsor is a corporation duly organized and organized, validly existing and in good standing under the laws of the State of Delaware and is in good standing as a Delaware limited liability company with foreign corporation in each jurisdiction in which the nature of its respective business, or the properties owned or leased by it make such qualification necessary. The Sponsor has all requisite corporate power and authority to own and operate its properties and respective properties, to conduct carry out its respective business as such properties are currently owned and such business is presently conducted and is as proposed to be conducted pursuant and to this Agreement enter into and the Basic Documents; (b) It is duly qualified to do business as a foreign company in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of discharge its property, the conduct of its business and the performance of its respective obligations under this Agreement and the Basic other Operative Documents requires such qualification;to which it is a party. (b) The execution and delivery of this Agreement and the other Operative Documents to which the Sponsor is a party by the Sponsor and its respective performance and compliance with the terms of this Agreement and of the other Operative Documents to which it is a party have been duly authorized by all necessary corporate action on the part of the Sponsor and will not violate the Sponsor's Articles of Incorporation or Bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material contract, agreement or other instrument to 30 39 which the Sponsor is a party or by which the Sponsor 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 Sponsor or any of its properties. (c) The Sponsor has the power and authority to execute and deliver this This Agreement and the other Operative Documents to carry out its terms; this Agreementwhich the Sponsor is a party, when executed assuming due authorization, execution and delivered delivery by the Sponsorother parties hereto and thereto, will constitute the legaleach constitutes a valid, valid legal and binding obligations obligation of the Sponsor, Sponsor enforceable against it in accordance with its termsthe terms hereof and thereof, except as such enforceability the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ ' rights generally and by general equitable principles; the Sponsor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Sponsor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance principles of this Agreement has been duly authorized by the Sponsor by all necessary action;equity (whether considered in a proceeding or action in equity or at law). (d) The Sponsor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which might have consequences that would materially and adversely affect the condition (financial or other) or operations of the Sponsor or 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 consentlitigation is pending or, licenseto the best of the Sponsor's knowledge, approval threatened against the Sponsor which litigation might have consequences that would prohibit its entering into this Agreement or authorization any other Operative Document to which it is a party or registration that would materially and adversely affect the condition (financial or declaration withotherwise) or operations of the Sponsor or 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. (f) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by the Sponsor contains any Person untrue statement of a material fact or omits to state any material fact necessary to make the certificate, statement or report not misleading. (g) The statements contained in the Registration Statement which describe the Sponsor, or matters or activities for which the Sponsor is responsible in accordance with the Operative Documents or which are attributed to the Sponsor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Sponsor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Sponsor not misleading. To the best of the Sponsor's knowledge and belief, the Registration Statement does not contain any untrue statement of a material fact required to be stated therein or omit to state any material fact required to be stated therein or necessary to make the statements contained therein not misleading. (h) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority, bureau authority or agency is required (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which the Sponsor make no such representation or warranty), that are necessary or advisable in connection with the execution, delivery or performance purchase and sale of this Agreement the Notes and the Basic Documentsexecution and delivery by the Sponsor of the Operative Documents to which it is a party, except for such as have been duly taken, given or obtained, effected as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or made; appeals (eadministrative, judicial or otherwise) The and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement and the fulfillment other Operative Documents on the part of the terms hereof do not conflict with, result in any breach Sponsor and the performance by the Sponsor of any its respective obligations under this Agreement and such of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or operating agreement of the Sponsor, or any material indenture, agreement or other instrument Operative Documents to which the Sponsor is a party or by which it is bound; nor result a party. It is understood and agreed that the representations and warranties set forth in this Section 3.1 shall survive delivery of the creation or imposition of any Lien upon any of its properties pursuant Mortgage Loans to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Sponsor’s knowledge, any order, rule or regulation applicable to the Sponsor of any court or of any Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Sponsor or its properties; and (f) There are no proceedings or investigations pending or, to its knowledge threatened against it before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Sponsor or its properties (A) asserting the invalidity of this Agreement or any of the Basic Documents, (B) seeking to prevent the issuance of the Notes or the Residual Certificates or the consummation of any of the transactions contemplated by this Agreement or any of the Basic Documents, (C) seeking any determination or ruling that might materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Agreement or any of the Basic Documents, or (D) seeking to adversely affect the federal income tax or other federal, state or local tax attributes of the Notes or the Residual CertificatesIndenture Trustee.