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

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary limited liability company action. (d) The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms. (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 limited liability company agreement of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (g) The Depositor has not registered with the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties of the Depositor in Section 3.02 of the Sale and Servicing Agreement are true and correct.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which where the ownership failure to do so would reasonably be expected to materially and adversely affect the Depositor’s ability to own or lease of its property or the conduct of its business shall require such qualificationsbusiness. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary limited liability company action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary limited liability company action. (d) The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors' rights generally or by general equitable principles. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement articles and bylaws of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or or, to the knowledge of the Depositor, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (g) The Depositor has is not registered required to obtain the consent of any other party or any consent, license, approval or authorization, or registration or declaration with, any governmental authority, bureau or agency in connection with the Commission as an investment company execution, delivery, performance, validity or enforceability of this Agreement, other than (i) UCC filings and (ii) consents, licenses, approvals, registrations, authorizations or declarations which, if not obtained or made, would not have a material adverse effect on the enforceability or collectibility of the Receivables or would not materially and adversely affect the ability of the Depositor to perform its obligations under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties of the Depositor in Section 3.02 of the Sale and Servicing Agreement are true and correct.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Eligible Lender Trustee, the Indenture Trustee thatand the Delaware Trustee as follows: (a) The Depositor is duly organized and validly existing as a Delaware limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full the power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust (or with the Eligible Lender Trustee on behalf of the Trust) and the Depositor has duly authorized such sale and assignment and deposit to the Trust (or to the Eligible Lender Trustee on behalf of the Trust) by all necessary action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary limited liability company action. (dc) The Depositor has duly executed and delivered this Agreement, and this This Agreement constitutes a legal, valid and binding obligation of the Depositor, Depositor enforceable against the Depositor, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors’ rights generally and subject to general principles of equity. (ed) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of timetime or both) a default under, the certificate Certificate of formation Formation or limited liability company agreement Operating Agreement of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (ge) The Depositor has not registered with agrees for the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties benefit of the Depositor in Section 3.02 Noteholders and the Excess Distribution Certificateholder that it will comply with each of the Sale requirements set forth in the Certificate of Formation and Servicing Agreement are true and correctits Operating Agreement.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Eligible Lender Trustee thatas follows: (a) The Depositor is duly organized and validly existing as a Delaware limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full the power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust (or with the Eligible Lender Trustee on behalf of the Trust) and the Depositor has duly authorized such sale and assignment and deposit to the Trust (or to the Eligible Lender Trustee on behalf of the Trust) by all necessary action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary limited liability company action. (dc) The Depositor has duly executed and delivered this Agreement, and this This Agreement constitutes a legal, valid and binding obligation of the Depositor, Depositor enforceable against the Depositor, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors’ rights generally and subject to general principles of equity. (ed) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of timetime or both) a default under, the certificate Certificate of formation Formation or limited liability company agreement Operating Agreement of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (ge) The Depositor has not registered with agrees for the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties benefit of the Depositor in Section 3.02 Noteholders and the Excess Distribution Certificateholder that it will comply with each of the Sale requirements set forth in the Certificate of Formation and Servicing Agreement are true and correctits Operating Agreement.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Eligible Lender Trustee, the Indenture Trustee thatand the Delaware Trustee as follows: (a) The Depositor is duly organized and validly existing as a Delaware limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full the power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust (or with the Eligible Lender Trustee on behalf of the Trust) and the Depositor has duly authorized such sale and assignment and deposit to the Trust (or to the Eligible Lender Trustee on behalf of the Trust) by all necessary action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary limited liability company action. (dc) The Depositor has duly executed and delivered this Agreement, and this This Agreement constitutes a legal, valid and binding obligation of the Depositor, Depositor enforceable against the Depositor, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors’ rights generally and subject to general principles of equity. (ed) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of timetime or both) a default under, the certificate Certificate of formation Formation or limited liability company agreement Operating Agreement of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (e) The Depositor agrees, for the benefit of the Noteholders and the Excess Distribution Certificateholder, that it will comply with each of the requirements set forth in the Certificate of Formation and its Operating Agreement. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over The Depositor shall make available to the Depositor or its properties Eligible Lender Trustee (i) asserting as soon as possible, and in any event within the invalidity time period allowed by the Commission to file such financials after the end of this Agreementeach fiscal year of the Depositor (or an affiliate), audited financials of the Depositor (or an affiliate) as at the end of and for such year and (ii) seeking as soon as possible, and in any event within the time period allowed by the Commission to prevent file such financials after the consummation end of any each quarterly accounting period of the transactions contemplated by this Agreement Depositor (or (iii) seeking any determination or ruling that might materially and adversely affect the performance by an affiliate), unaudited financials of the Depositor (or an affiliate) as at the end of its obligations under, or the validity or enforceability of, this Agreementand for such period. (g) The Depositor has not registered with shall make available to the Commission as an investment company under the Investment Company Act of 1940Eligible Lender Trustee, as amended soon as possible after the delivery to the Department, a copy of the annual compliance audit of Xxxxxx Xxx, Inc. (the “Investment Company Act”or an affiliate), and, after giving effect to as required by Section 428(b)(1)(U) of the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Higher Education Act. (h) The representations and warranties Depositor shall deliver to the Eligible Lender Trustee, on an annual basis, promptly after receipt thereof, copies of a SAS 70 report for Xxxxxx Mae, Inc. (i) The Depositor shall promptly deliver to the Eligible Lender Trustee a copy of any program review audit that Xxxxxx Xxx, Inc. (or its affiliates) shall receive from the Department. (j) The Depositor shall deliver to the Eligible Lender Trustee, on a quarterly basis, evidence of payment of any FFEL Lenders’ Interest & Special Allowance (LaRS) payments paid to the Department in Section 3.02 of connection with the Sale and Servicing Agreement are true and correctTrust Student Loans.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary limited liability company corporate action. (d) The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors' rights generally or by general equitable principles. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement articles and bylaws of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or or, to the knowledge of the Depositor, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (g) The Depositor has is not registered required to obtain the consent of any other party or any consent, license, approval or authorization, or registration or declaration with, any governmental authority, bureau or agency in connection with the Commission as an investment company execution, delivery, performance, validity or enforceability of this Agreement, other than (i) UCC filings and (ii) consents, licenses, approvals, registrations, authorizations or declarations which, if not obtained or made, would not have a material adverse effect on the enforceability or collectibility of the Receivables or would not materially and adversely affect the ability of the Depositor to perform its obligations under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties of the Depositor in Section 3.02 of the Sale and Servicing Agreement are true and correct.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Trustee thatIndenture Trustee, the Trust, the Collateral Agent and the Servicer that as of the date of this Agreement or as of such date specifically provided herein: (a) The Depositor is a corporation duly organized and organized, validly existing as a limited liability company and in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.; (b) The Depositor is duly qualified has the corporate power and authority to do business as a foreign limited liability company in good standing convey the Mortgage Loans and has obtained all necessary licenses to execute, deliver and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications.perform, and to enter into and consummate transactions contemplated by this Agreement; (c) The This Agreement has been duly and validly authorized, executed and delivered by the Depositor, all requisite corporate action having been taken, and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute the legal, valid and binding agreement of the Depositor, enforceable against the Depositor has the power and authority to execute and deliver this Agreement and to carry out in accordance with its terms; , except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the Depositor has full power rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); (d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and or court is required for the execution, delivery and performance of this Agreement have been duly authorized or compliance by the Depositor by all necessary limited liability company action. (d) The Depositor has duly executed and delivered this Agreement, and with this Agreement constitutes a legal, valid and binding obligation or the consummation by the Depositor of any of the Depositortransactions contemplated hereby, enforceable against except as have been made on or prior to the Depositor, in accordance with its terms.Closing Date; (e) The None of the execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and hereby or thereby, 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 or results or will result in a breach of, or constitutes or will constitute (with or without notice or lapse of time) a default under, or results or will result in an acceleration under (A) the certificate of formation charter or limited liability company agreement bylaws of the Depositor, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or other instrument to which the Depositor or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound; nor (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 Depositor’s knowledgeregulation, any order, rule judgment or regulation decree applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality authority having jurisdiction over the Depositor or its properties.subsidiaries; or (iii) results in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans; (f) There are no actions, suits or proceedings before or against or investigations pending of, the Depositor pending, or threatened to the knowledge of the Depositor, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreementtribunal, (ii) seeking to prevent the consummation and no notice of any of such action, which, in the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that Depositor's reasonable judgment, might materially and adversely affect the performance by the Depositor of its obligations underunder this Agreement, or the validity or enforceability of, of this Agreement.; and (g) The Depositor has is not registered 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 that may materially and adversely affect its performance hereunder. It is understood and agreed that the Commission as an investment company under representations, warranties and covenants set forth in this Section 3.02 shall survive delivery of the Investment Company Act respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of 1940the Indenture Trustee or to another custodian, as amended (the “Investment Company Act”)case may be, and, after giving effect and shall inure to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties benefit of the Depositor in Section 3.02 of the Sale and Servicing Agreement are true and correctIndenture Trustee.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary limited liability company corporate action. (d) The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors' rights generally or by general equitable principles. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement articles and bylaws of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or or, to the knowledge of the Depositor, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (g) The Depositor has not registered with the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties of the Depositor in Section 3.02 of the Sale and Servicing Agreement are true and correct.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Eligible Lender Trustee thatas follows: (a) The Depositor is duly organized and validly existing as a limited liability company Delaware corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full corporate power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust (or with the Eligible Lender Trustee on behalf of the Trust) and the Depositor has duly authorized such sale and assignment and deposit to the Trust (or to the Eligible Lender Trustee on behalf of the Trust) by all necessary corporate action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary limited liability company corporate action. (dc) The Depositor has duly executed and delivered this Agreement, and this This Agreement constitutes a legal, valid and binding obligation of the Depositor, Depositor enforceable against the Depositor, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors' rights generally and subject to general principles of equity. (ed) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of timetime or both) a default under, the certificate Certificate of formation Incorporation or limited liability company agreement by-laws of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (ge) The Depositor has not registered with agrees for the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties benefit of the Depositor in Section 3.02 Noteholders and the holder of the Sale Excess Distribution Certificate that it will comply with each of the requirements set forth in Article IX, X, and Servicing Agreement are true XII of its Certificate of Incorporation and correctwith each of the undertakings set forth in Annex I hereto.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Eligible Lender Trustee thatas follows: (a) The Depositor is duly organized and validly existing as a limited liability company Delaware corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full corporate power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust (or with the Eligible Lender Trustee on behalf of the Trust) and the Depositor has duly authorized such sale and assignment and deposit to the Trust (or to the Eligible Lender Trustee on behalf of the Trust) by all necessary corporate action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary limited liability company corporate action. (dc) The Depositor has duly executed and delivered this Agreement, and this This Agreement constitutes a legal, valid and binding obligation of the Depositor, Depositor enforceable against the Depositor, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors' rights generally and subject to general principles of equity. (ed) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of timetime or both) a default under, the certificate certificates of formation incorporation or limited liability company agreement by-laws of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (ge) The Depositor has not registered with agrees for the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties benefit of the Depositor in Section 3.02 Noteholders and of the Sale Certificate Holders that it will comply with each of the requirements set forth in Article IX, X, and Servicing Agreement are true XII of its Certificate of Incorporation and correctwith each of the undertakings set forth in Annex I hereto.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Trustee thatthat as of the date of this Agreement or as of such date specifically provided herein: (a) The Depositor is a corporation duly organized and organized, validly existing as a limited liability company and in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified has the corporate power and authority to do business as a foreign limited liability company in good standing convey the Mortgage Loans and has obtained all necessary licenses to execute, deliver and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications.perform, and to enter into and consummate transactions contemplated by, this Agreement; (c) The This Agreement has been duly and validly authorized, executed and delivered by the Depositor, all requisite corporate action having been taken, and, assuming the due authorization, execution and delivery hereof by the Servicer and the Trustee, constitutes or will constitute the legal, valid and binding agreement of the Depositor, enforceable against the Depositor has the power and authority to execute and deliver this Agreement and to carry out in accordance with its terms; , except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the Depositor has full power rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); (d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and or court is required for the execution, delivery and performance of this Agreement have been duly authorized or compliance by the Depositor by all necessary limited liability company action. (d) The Depositor has duly executed and delivered this Agreement, and with this Agreement constitutes a legal, valid and binding obligation or the consummation by the Depositor of any of the Depositortransactions contemplated hereby, enforceable against except as have been made on or prior to the Depositor, in accordance with its terms.Closing Date; (e) The None of the execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and hereby or thereby, 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 or results or will result in a breach of, or constitutes or will constitute (with or without notice or lapse of time) a default under, or results or will result in an acceleration under (A) the certificate of formation charter or limited liability company agreement bylaws of the Depositor, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or other instrument to which the Depositor or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound; nor (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 Depositor’s knowledgeregulation, any order, rule judgment or regulation decree applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality authority having jurisdiction over the Depositor or its properties.subsidiaries; or (iii) results in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans; (f) There are no actions, suits or proceedings before or against or investigations pending of, the Depositor pending, or threatened to the knowledge of the Depositor, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreementtribunal, (ii) seeking to prevent the consummation and no notice of any of such action, which, in the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that Depositor's reasonable judgment, might materially and adversely affect the performance by the Depositor of its obligations underunder this Agreement, or the validity or enforceability of, of this Agreement.; and (g) The Depositor has is not registered 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 that may materially and adversely affect its performance hereunder. It is understood and agreed that the Commission as an investment company under representations, warranties and covenants set forth in this Section 3.02 shall survive delivery of the Investment Company Act of 1940respective Mortgage Files to the Trustee or to a custodian, as amended (the “Investment Company Act”)case may be, and, after giving effect and shall inure to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties benefit of the Depositor in Section 3.02 of the Sale and Servicing Agreement are true and correctTrustee.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Eligible Lender Trustee, the Indenture Trustee thatand the Delaware Trustee as follows: (a) The Depositor is duly organized and validly existing as a Delaware limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full the power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust (or with the Eligible Lender Trustee on behalf of the Trust) and the Depositor has duly authorized such sale and assignment and deposit to the Trust (or to the Eligible Lender Trustee on behalf of the Trust) by all necessary action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary limited liability company action. (dc) The Depositor has duly executed and delivered this Agreement, and this This Agreement constitutes a legal, valid and binding obligation of the Depositor, Depositor enforceable against the Depositor, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors’ rights generally and subject to general principles of equity. (ed) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of timetime or both) a default under, the certificate Certificate of formation Formation or limited liability company agreement Operating Agreement of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (e) The Depositor agrees, for the benefit of the Noteholders and the Excess Distribution Certificateholder, that it will comply with each of the requirements set forth in the Certificate of Formation and its Operating Agreement. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over The Depositor shall make available to the Depositor or its properties Eligible Lender Trustee (i) asserting as soon as possible, and in any event within the invalidity time period allowed by the Commission to file such financials after the end of this Agreementeach fiscal year of the Depositor (or an affiliate), audited financials of the Depositor (or an affiliate) as at the end of and for such year and (ii) seeking as soon as possible, and in any event within the time period allowed by the Commission to prevent file such financials after the consummation end of any each quarterly accounting period of the transactions contemplated by this Agreement Depositor (or (iii) seeking any determination or ruling that might materially and adversely affect the performance by an affiliate), unaudited financials of the Depositor (or an affiliate) as at the end of its obligations under, or the validity or enforceability of, this Agreementand for such period. (g) The Depositor has not registered with shall make available to the Commission as an investment company under the Investment Company Act of 1940Eligible Lender Trustee, as amended soon as possible after the delivery to the Department, a copy of the annual compliance audit of Navient Solutions, Inc. (the “Investment Company Act”or an affiliate), and, after giving effect to as required by Section 428(b)(1)(U) of the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Higher Education Act. (h) The representations and warranties Depositor shall deliver to the Eligible Lender Trustee, on an annual basis, promptly after receipt thereof, copies of a SAS 70 report for Navient Solutions, Inc. (i) The Depositor shall promptly deliver to the Eligible Lender Trustee a copy of any program review audit that Navient Solutions, Inc. (or its affiliates) shall receive from the Department. (j) The Depositor shall deliver to the Eligible Lender Trustee, on a quarterly basis, evidence of payment of any FFEL Lenders’ Interest & Special Allowance (LaRS) payments paid to the Department in Section 3.02 of connection with the Sale and Servicing Agreement are true and correctTrust Student Loans.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Eligible Lender Trustee thatas follows: (a) The Depositor is duly organized and validly existing as a Delaware limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full the power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust (or with the Eligible Lender Trustee on behalf of the Trust) and the Depositor has duly authorized such sale and assignment and deposit to the Trust (or to the Eligible Lender Trustee on behalf of the Trust) by all necessary action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary limited liability company action. (dc) The Depositor has duly executed and delivered this Agreement, and this This Agreement constitutes a legal, valid and binding obligation of the Depositor, Depositor enforceable against the Depositor, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors’ rights generally and subject to general principles of equity. (ed) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of timetime or both) a default under, the certificate Certificate of formation Formation or limited liability company agreement Operating Agreement of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (ge) The Depositor has not registered with agrees, for the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties benefit of the Depositor in Section 3.02 Noteholders and the Excess Distribution Certificateholder, that it will comply with each of the Sale requirements set forth in the Certificate of Formation and Servicing Agreement are true and correctits Operating Agreement.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders, and to the Fiscal Agent, the Master Servicer and the Special Servicer, as of the Closing Date, that: (i) The Depositor is a corporation duly organized and organized, validly existing as a limited liability company and in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (bii) The Depositor execution and delivery of this Agreement by the Depositor, and the performance and compliance with the terms of this Agreement by the Depositor, will not violate the Depositor's certificate of incorporation or by-laws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other instrument to which it is duly qualified a party or which is applicable to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership it or lease any of its property or the conduct of its business shall require such qualificationsassets. (ciii) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell enter into and assign the property to be sold and assigned to and deposited with the Trust and the Depositor 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 have been duly authorized by the Depositor by all necessary limited liability company action. (d) The Depositor Agreement, and has duly executed and delivered this Agreement. (iv) This Agreement, assuming due authorization, execution and this Agreement delivery by each of the other parties hereto, constitutes a legalvalid, valid legal and binding obligation of the Depositor, enforceable against the Depositor, Depositor in accordance with its termsthe 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. (ev) The consummation Depositor is not in violation of, and its execution and delivery of the transactions contemplated by this Agreement and its performance and compliance with the fulfillment terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Depositor's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of the terms hereof do Depositor to perform its obligations under this Agreement or the financial condition of the Depositor. (vi) The transfer of the Trust Mortgage Loans to the Trustee as contemplated herein requires no regulatory approval, other than any such approvals as have been obtained, and is not conflict with, result subject to any bulk transfer or similar law in effect in any breach of applicable jurisdiction. (vii) The Depositor is not transferring the Trust Mortgage Loans to the Trustee with any intent to hinder, delay or defraud its present or future creditors. (viii) The Depositor has been solvent at all relevant times prior to, and will not be rendered insolvent by, its transfer of the terms and provisions of, or constitute Trust Mortgage Loans to the Trustee pursuant to Section 2.01(a). (with or without notice or lapse ix) After giving effect to its transfer of time) a default underthe Trust Mortgage Loans to the Trustee pursuant to Section 2.01(a), the certificate value of formation the Depositor's assets, either taken at their present fair saleable value or limited liability company agreement at fair valuation, will exceed the amount of the Depositor's debts and obligations, including contingent and unliquidated debts and obligations of the Depositor, or any indenture, agreement or other instrument to which and the Depositor will not be left with unreasonably small assets or capital with which to engage in and conduct its business. (x) The Depositor does not intend to, and does not believe that it will, incur debts or obligations beyond its ability to pay such debts and obligations as they mature. (xi) No proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Depositor are pending or contemplated. (xii) 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 Depositor’s 's knowledge, any orderthreatened against the Depositor that, rule or regulation applicable if determined adversely to the Depositor of any court or of any federal or state regulatory bodyDepositor, administrative agency or other governmental instrumentality having jurisdiction over would prohibit the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by from entering into this Agreement or (iii) seeking any determination or ruling that might that, in the Depositor's good faith and reasonable judgment, is likely to materially and adversely affect either the performance ability of the Depositor to perform its obligations under this Agreement or the financial condition of the Depositor. (xiii) Except for any actions that are the express responsibility of another party hereunder or under the Mortgage Loan Purchase Agreements, and further except for actions that the Depositor is expressly permitted to complete subsequent to the Closing Date, the Depositor has taken all actions required under applicable law to effectuate the transfer of the Trust Mortgage Loans by the Depositor of its obligations under, or to the validity or enforceability of, this AgreementTrustee. (gxiv) Immediately prior to the transfer of the UBS Trust Mortgage Loans to the Trust pursuant to this Agreement (and assuming that the UBS Mortgage Loan Seller transferred to the Depositor good and marketable title to each UBS Trust Mortgage Loan, free and clear of all liens, claims, encumbrances and other interests), (A) the Depositor had good and marketable title to, and was the sole owner and holder of, each UBS Trust Mortgage Loan; and (B) the Depositor has full right and authority to sell, assign and transfer the UBS Trust Mortgage Loans, exclusive of the servicing rights pertaining thereto. (b) The Depositor has not registered hereby makes to the Trustee, for the Trustee's own benefit and the benefit of the Certificateholders, with respect to each Xxxxxx Trust Mortgage Loan only, the Commission as an investment company under the Investment Company Act of 1940representations and warranties shown on Schedule II hereto, as amended of the Closing Date or such other date specified in the particular representation and warranty, subject to the exceptions set forth on Schedule III hereto (the “Investment Company Act”headings set forth in Schedule II hereto with respect to each representation and warranty being for convenience of reference only and in no way limiting, expanding or otherwise affecting the scope or subject matter thereof), and, after giving effect to the transactions contemplated by the Basic Documents. Except as expressly provided in Section 2.04(a), the Depositor will does not have registered with make any representations or warranties regarding the Commission as an investment company under the Investment Company ActUBS Trust Mortgage Loans. (hc) The representations representations, warranties and warranties covenants of the Depositor set forth in or made pursuant to Section 3.02 2.04(a) and Section 2.04(b) shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Sale Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of such representations, warranties and Servicing Agreement are true and correctcovenants, the party discovering such breach shall give prompt written notice thereof to the other parties.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee and the Holders of Notes and the Certificateholders, that, as of the Closing Date: (a) The Depositor is duly organized formed and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust Issuer and the Depositor has duly authorized such sale and assignment and deposit to the Trust Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary limited liability company action. (d) The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, Depositor in accordance with its terms. (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 limited liability company agreement of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable Applicable Law to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality Governmental Authority having jurisdiction over the Depositor or its properties. (f) There are no proceedings Proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality Governmental Authority having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and could adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (g) The Depositor has not registered with the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties of the Depositor in Section 3.02 of the Sale and Servicing Agreement are true and correct.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Trustee thatas follows: (a) The Depositor is duly organized and validly existing as a Delaware limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary limited liability company action. (dc) The Depositor has duly executed and delivered this Agreement, and this This Agreement constitutes a legal, valid and binding obligation of the Depositor, Depositor enforceable against the Depositor, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors' rights generally and subject to general principles of equity. (ed) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of timetime or both) a default under, the certificate Certificate of formation Formation or limited liability company agreement Limited Liability Company Operating Agreement of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (ge) The Depositor has not registered with agrees for the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties benefit of the Depositor in Section 3.02 Noteholders and the holder of the Sale and Servicing Agreement are true and correctExcess Distribution Certificate that it will comply with each of the requirements set forth in its Certificate of Formation or Limited Liability Company Operating Agreement.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Eligible Lender Trustee, the Indenture Trustee thatand the Delaware Trustee as follows: (a) The Depositor is duly organized and validly existing as a Delaware limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full the power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust (or with the Eligible Lender Trustee on behalf of the Trust) and the Depositor has duly authorized such sale and assignment and deposit to the Trust (or to the Eligible Lender Trustee on behalf of the Trust) by all necessary action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary limited liability company action. (dc) The Depositor has duly executed and delivered this Agreement, and this This Agreement constitutes a legal, valid and binding obligation of the Depositor, Depositor enforceable against the Depositor, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors’ rights generally and subject to general principles of equity. (ed) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of timetime or both) a default under, the certificate Certificate of formation Formation or limited liability company agreement Operating Agreement of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (e) The Depositor agrees, for the benefit of the Noteholders and the Excess Distribution Certificateholder, that it will comply with each of the requirements set forth in the Certificate of Formation and its Operating Agreement. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over The Depositor shall make available to the Depositor or its properties Eligible Lender Trustee (i) asserting as soon as possible, and in any event within the invalidity time period allowed by the Commission to file such financials after the end of this Agreementeach fiscal year of the Depositor (or an affiliate), audited financials of the Depositor (or an affiliate) as at the end of and for such year and (ii) seeking as soon as possible, and in any event within the time period allowed by the Commission to prevent file such financials after the consummation end of any each quarterly accounting period of the transactions contemplated by this Agreement Depositor (or (iii) seeking any determination or ruling that might materially and adversely affect the performance by an affiliate), unaudited financials of the Depositor (or an affiliate) as at the end of its obligations under, or the validity or enforceability of, this Agreementand for such period. (g) The Depositor has not registered with shall make available to the Commission as an investment company under the Investment Company Act of 1940Eligible Lender Trustee, as amended soon as possible after the delivery to the Department, a copy of the annual compliance audit of Sxxxxx Mxx, Inc. (the “Investment Company Act”or an affiliate), and, after giving effect to as required by Section 428(b)(1)(U) of the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Higher Education Act. (h) The representations and warranties Depositor shall deliver to the Eligible Lender Trustee, on an annual basis, promptly after receipt thereof, copies of a SAS 70 report for Sxxxxx Mae, Inc. (i) The Depositor shall promptly deliver to the Eligible Lender Trustee a copy of any program review audit that Sxxxxx Mxx, Inc. (or its affiliates) shall receive from the Department. (j) The Depositor shall deliver to the Eligible Lender Trustee, on a quarterly basis, evidence of payment of any FFEL Lenders’ Interest & Special Allowance (LaRS) payments paid to the Department in Section 3.02 of connection with the Sale and Servicing Agreement are true and correctTrust Student Loans.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary limited liability company corporate action. (d) The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms. (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 limited liability company agreement bylaws of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (g) The Depositor has not registered with the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties of the Depositor in Section 3.02 of the Sale and Servicing Agreement are true and correct.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Eligible Lender Trustee thatas follows: (a) The Depositor is duly organized and validly existing as a Delaware limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust (or with the Eligible Lender Trustee on behalf of the Trust) and the Depositor has duly authorized such sale and assignment and deposit to the Trust (or to the Eligible Lender Trustee on behalf of the Trust) by all necessary action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary limited liability company action. (dc) The Depositor has duly executed and delivered this Agreement, and this This Agreement constitutes a legal, valid and binding obligation of the Depositor, Depositor enforceable against the Depositor, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors' rights generally and subject to general principles of equity. (ed) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of timetime or both) a default under, the certificate Certificate of formation Formation or limited liability company operating agreement of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (ge) The Depositor has not registered with agrees for the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties benefit of the Depositor in Section 3.02 Noteholders and the holder of the Sale Excess Distribution Certificate that it will comply with each of the requirements set forth in Certificate of Formation and Servicing Agreement are true its operating agreement and correctwith each of the undertakings set forth in Annex I hereto.

Representations, Warranties and Covenants of the Depositor. (a) The Depositor hereby represents and warrants to the Owner Servicer, the Master Servicer, the Securities Administrator, the NIMs Insurer and the Trustee thatas follows, as of the date hereof: (ai) The Depositor is duly organized and is validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with Delaware and has full power and authority (corporate and other) necessary to own or hold its properties and to conduct its business as such properties are currently owned now conducted by it and such business is presently conductedto enter into and perform its obligations under this Agreement and the Sale Agreement. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (cii) The Depositor has the full corporate power and authority to execute execute, deliver and deliver perform, and to enter into and consummate the transactions contemplated by, this Agreement and to carry out its terms; the Depositor has full power Sale Agreement and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust authorized, by all necessary action; and corporate action on its part, the execution, delivery and performance of this Agreement have been duly authorized by and the Depositor by all necessary limited liability company action. (d) The Depositor has duly executed and delivered this Sale Agreement, ; and this Agreement and the Sale Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, Depositor in accordance with its terms, subject, as to enforceability, to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and (ii) general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (eiii) The execution and delivery of this Agreement and the Sale Agreement by the Depositor, the consummation of the transactions contemplated by this Agreement and the Sale Agreement, and the fulfillment of or compliance with the terms hereof do are in the ordinary course of business of the Depositor and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Depositor or (B) materially conflict with, result in any breach of any of the terms and provisions a violation or acceleration of, or constitute (with or without notice or lapse of time) result in a material default under, the certificate terms of formation or limited liability company agreement of the Depositor, or any indenture, other material agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation may be bound or imposition (C) constitute a material violation of any Lien upon any of its properties pursuant to the terms of any such indenturestatute, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule order or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality body having jurisdiction over the Depositor; and the Depositor is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Depositor's ability to perform or meet any of its properties (i) asserting the invalidity of obligations under this Agreement. (iv) No litigation is pending, (ii) seeking or, to prevent the consummation of any best of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling Depositor's knowledge, threatened, against the Depositor that might would materially and adversely affect the execution, delivery or enforceability of this Agreement and the Sale Agreement or the ability of the Depositor to perform its obligations under this Agreement and the Sale Agreement in accordance with the terms hereof. (v) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Depositor of its obligations underof, or compliance by the validity or enforceability ofDepositor with, this AgreementAgreement and the Sale Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Depositor has obtained the same. The Depositor hereby represents and warrants to the Trustee with respect to each Mortgage Loan as of the Closing Date and following the transfer of the Mortgage Loans to it by the Seller, the Depositor had good title to the Mortgage Loans and the Mortgage Notes were subject to no offsets, claims, liens, mortgage, pledge, charge, security interest, defenses or counterclaims. (g) The Depositor has not registered with the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (hb) The representations and warranties of the Transferor with respect to the Mortgage Loans contained in the Transfer Agreement were made as of the date of the Transfer Agreement and brought forward to the Closing Date pursuant to the Bring Down Letter. The representations and warranties of the Transferor with respect to the Mortgage Loans contained in the Bring Down Letter were made as of the Closing Date. The representations and warranties of the Seller with respect to the Mortgage Loans contained in the Sale Agreement were 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 a representation or warranty of the Transferor under the Transfer Agreement (whether or not such fact, condition or event would also constitute a breach of a representation or warranty of the Seller under the Sale Agreement), the only rights or remedies of the Trustee, the NIMs Insurer or of any Certificateholder shall be first, the Trustee's right to enforce the obligations of the Transferor under such applicable representation or warranty made by it and, second, only if the Transferor is unable or unwilling to fulfill its obligations to cure or repurchase such Mortgage Loan, the Trustee shall exercise its right to enforce any rights it may have against the Seller under the Sale Agreement with respect to such representation or warranty; provided, that in the event the Trustee shall have received a copy of any Transferor Affirmation Notice, the Trustee shall only be entitled to enforce any rights it has against the Transferor under the Transfer Agreement and shall not have any rights against the Seller under the Sale Agreement with respect to such representation or warranty. To the extent that any fact, condition or event with respect to a Mortgage Loan constitutes a breach of a representation or warranty made by the Seller in the Sale Agreement that does not also constitute a breach of a representation or warranty of the Transferor under the Transfer Agreement, the Trustee shall enforce any rights it may have against the Seller under the Sale Agreement. In furtherance of the above, the Seller expressly acknowledges that prior to the issuance of a Transferor Affirmation Notice, it shall be obligated and liable to the Trustee, the NIMs Insurer and the Certificateholders for any breach of a representation or warranty made under the Transfer Agreement, but only after the Transferor evidences that it is unwilling or unable to fulfill its contractual obligations under the Transfer Agreement. The Trustee acknowledges that the Depositor shall have no obligation or liability with respect to any breach of any representation or warranty with respect to the Mortgage Loans (except as set forth in Section 3.02 of the Sale and Servicing Agreement are true and correct2.03(a)(v)) under any circumstances.

Representations, Warranties and Covenants of the Depositor. (a) The Depositor hereby represents and warrants to the Owner NIMs Insurer, the Servicer and the Trustee thatas follows, as of the date hereof: (ai) The Depositor is duly organized and is validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with Delaware and has full power and authority (corporate and other) necessary to own or hold its properties and to conduct its business as such properties are currently owned now conducted by it and such business is presently conductedto enter into and perform its obligations under this Agreement and the Sale Agreement. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (cii) The Depositor has the full corporate power and authority to execute execute, deliver and deliver perform, and to enter into and consummate the transactions contemplated by, this Agreement and to carry out its terms; the Depositor has full power Sale Agreement and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust authorized, by all necessary action; and corporate action on its part, the execution, delivery and performance of this Agreement have been duly authorized by and the Depositor by all necessary limited liability company action. (d) The Depositor has duly executed and delivered this Sale Agreement, ; and this Agreement and the Sale Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, Depositor in accordance with its terms, subject, as to enforceability, to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and (ii) general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (eiii) The execution and delivery of this Agreement and the Sale Agreement by the Depositor, the consummation of the transactions contemplated by this Agreement and the Sale Agreement, and the fulfillment of or compliance with the terms hereof do are in the ordinary course of business of the Depositor and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Depositor or (B) materially conflict with, result in any breach of any of the terms and provisions a violation or acceleration of, or constitute (with or without notice or lapse of time) result in a material default under, the certificate terms of formation or limited liability company agreement of the Depositor, or any indenture, other material agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation may be bound or imposition (C) constitute a material violation of any Lien upon any of its properties pursuant to the terms of any such indenturestatute, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule order or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality body having jurisdiction over the Depositor; and the Depositor is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Depositor's ability to perform or meet any of its properties (i) asserting the invalidity of obligations under this Agreement. (iv) No litigation is pending, (ii) seeking or, to prevent the consummation of any best of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling Depositor's knowledge, threatened, against the Depositor that might would materially and adversely affect the execution, delivery or enforceability of this Agreement and the Sale Agreement or the ability of the Depositor to perform its obligations under this Agreement and the Sale Agreement in accordance with the terms hereof. (v) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Depositor of its obligations underof, or compliance by the validity or enforceability ofDepositor with, this AgreementAgreement and the Sale Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Depositor has obtained the same. The Depositor hereby represents and warrants to the Trustee with respect to each Mortgage Loan as of the Closing Date, and following the transfer of the Mortgage Loans to it by the Sponsor, the Depositor had good title to the Mortgage Loans and the Mortgage Notes were subject to no offsets, claims, liens, mortgage, pledge, charge, security interest, defenses or counterclaims. (g) The Depositor has not registered with the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (hb) The representations and warranties of the Transferor with respect to the related Mortgage Loans in the Transfer Agreement, which have been assigned to the Trustee hereunder, were made as of the date specified in the Transfer Agreement and brought forward to the Closing Date pursuant to the Bring Down Letter. The representations and warranties of the Transferor with respect to the Mortgage Loans contained in the Bring Down Letter were made as of the Closing Date. The representations and warranties of the Sponsor with respect to the Mortgage Loans contained in the Sale Agreement were 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 a representation or warranty of the Sponsor under the Sale Agreement, the obligations of the Sponsor under the Sale Agreement shall be enforced against the Sponsor, as set forth in the Sale Agreement. The Trustee acknowledges that the Depositor shall have no obligation or liability with respect to any breach of any representation or warranty with respect to the Mortgage Loans (except as set forth in Section 3.02 2.03(a)(v)) under any circumstances. In addition to the representations and warranties of the Transferor in the Transfer Agreement that were brought forward to the Closing Date pursuant to the Bring Down Letter, with respect to each Mortgage Loan, the Transferor made certain additional covenants regarding such Mortgage Loan, as set forth in the Transfer Agreement. With respect to any breach of such additional covenants that materially and adversely affects the interests of the Certificateholders in such Mortgage Loan, the Sponsor shall repurchase such Mortgage Loan in accordance with this Section 2.03. (c) Upon discovery by any of the NIMs Insurer, the Depositor, the Servicer or the Trustee (or its custodian) of a breach of any of such representations and warranties that adversely and materially affects the value of the related Mortgage Loan, Prepayment Charges or the interests of the Certificateholders, the party discovering such breach shall give prompt written notice to the other parties. Within 90 days of the discovery of such breach of any representation or warranty, the Sponsor shall either (a) cure such breach in all material respects, (b) repurchase such Mortgage Loan or any property acquired in respect thereof from the Trustee at the Purchase Price or (c) within the two year period following the Closing Date, substitute a Replacement Mortgage Loan for the affected Mortgage Loan. In the event of discovery of a breach of any representation and warranty of the Sponsor, the Trustee's rights shall be enforced under the Sale Agreement for the benefit of Certificateholders and the NIMs Insurer. If a breach of the representations and warranties set forth in the Transfer Agreement hereof exists solely due to the unenforceability of a Prepayment Charge, the Trustee or the other party having notice thereof shall notify the Servicer thereof and not seek to enforce the repurchase remedy provided for herein unless such Mortgage Loan is not current. In the event of a breach of the representations and warranties with respect to the Mortgage Loans set forth in the Transfer Agreement, the Trustee shall enforce the right of the Trust Fund to be indemnified for such breach of representation and warranty. In the event that such breach relates solely to the unenforceability of a Prepayment Charge, amounts received in respect of such indemnity up to the amount of such Prepayment Charge shall be distributed pursuant to Section 4.04(b)(i). As provided in the Sale Agreement, if the Sponsor substitutes for a Mortgage Loan for which there is a breach of any representations and warranties in the Transfer Agreement which adversely and materially affects the value of such Mortgage Loan and such substitute mortgage loan is not a Replacement Mortgage Loan, under the terms of the Sale Agreement, the Sponsor will, in exchange for such substitute Mortgage Loan, (i) provide the applicable Purchase Price for the affected Mortgage Loan or (ii) within two years of the Closing Date, substitute such affected Mortgage Loan with a Replacement Mortgage Loan. Any such substitution shall not be effected prior to the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit I and Servicing shall not be effected unless it is within two years of the Startup Day. The Sponsor indemnifies and holds the Trust Fund, the Trustee (or its custodian, as applicable), the Depositor, the Servicer, the NIMs Insurer and each Certificateholder harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trust Fund, the Trustee (or its custodian, as applicable), the Depositor, the Servicer, the NIMs Insurer and any Certificateholder may sustain in connection with any actions of the Sponsor relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 2.03 and the Sale Agreement, to the extent that any such action causes (i) any federal or state tax to be imposed on the Trust Fund or any REMIC provided for herein, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup day" under Section 860G(d)(1) of the Code, or (ii) any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding. In furtherance of the foregoing, if the Sponsor is not a member of MERS and repurchases a Mortgage Loan which is registered on the MERS System, the Sponsor, at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Sponsor and shall cause such Mortgage to be removed from registration on the MERS System in accordance with MERS' rules and regulations. With respect to any Mortgage Loan repurchased by the Sponsor pursuant to the Sale Agreement, the principal portion of the funds received by the Servicer in respect of such repurchase of a Mortgage Loan will be considered a Principal Prepayment and shall be deposited in the Certificate Account pursuant to Section 3.05. Upon receipt by the Trustee of notice from the Servicer of receipt by the Servicer of the full amount of the Purchase Price for a Deleted Mortgage Loan, and upon receipt by the Trustee of the Mortgage File for a Replacement Mortgage Loan substituted for a Deleted Mortgage Loan and a Request for Release, the Trustee shall release and reassign to the Sponsor the related Mortgage File for the Deleted Mortgage Loan and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be necessary to vest in such party or its designee or assignee title to any Deleted Mortgage Loan released pursuant hereto, free and clear of all security interests, liens and other encumbrances created by this Agreement, which instruments shall be prepared by the Depositor or the Sponsor, and the Trustee (and its custodian) shall have no further responsibility with respect to the Mortgage File relating to such Deleted Mortgage Loan. With respect to each Replacement Mortgage Loan to be delivered to the Trustee pursuant to the terms of this Article II in exchange for a Deleted Mortgage Loan: (i) the Sponsor must deliver to the Trustee the Mortgage File for the Replacement Mortgage Loan containing the documents set forth in Section 2.01 along with a written certification certifying as to the Mortgage Loan satisfying all requirements under the definition of Replacement Mortgage Loan and the delivery of such Mortgage File and containing the granting language set forth in Section 2.01; and (ii) the Depositor will be deemed to have made, with respect to such Replacement Mortgage Loan, each of the representations and warranties made by it with respect to the related Deleted Mortgage Loan. The Trustee shall review the Mortgage File with respect to each Replacement Mortgage Loan and certify to the Depositor that all documents required by Section 2.01(A)-(B), (C) (if applicable), and (D)-(E) have been executed and received. For any month in which the Sponsor substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the Sponsor will determine the amount (if any) by which the aggregate principal balance of all such Replacement Mortgage Loans as of the date of substitution and the aggregate Prepayment Charges with respect to such Replacement Mortgage Loans is less than the aggregate Stated Principal Balance (after application of the principal portion of the Scheduled Payment due in the month of substitution) and aggregate Prepayment Charges of all such Deleted Mortgage Loans. An amount equal to the aggregate of the deficiencies described in the preceding sentence (such amount, the "Substitution Adjustment Amount") plus an amount equal to any unreimbursed costs, penalties and/or damages incurred by the Trust Fund in connection with any violation relating to such Deleted Mortgage Loan of any predatory or abusive lending law shall be remitted by the Sponsor to the Trustee for deposit into the Certificate Account by the Sponsor on the Determination Date for the Distribution Date relating to the Prepayment Period during which the related Mortgage Loan became required to be purchased or replaced hereunder. Notwithstanding any other provision of this Agreement, the right to substitute Mortgage Loans pursuant to this Article II shall be subject to the additional limitations that no substitution of a Replacement Mortgage Loan for a Deleted Mortgage Loan shall be made unless the Trustee and the NIMs Insurer shall each have received an Opinion of Counsel (at the expense of the party seeking to make the substitution) that, under current law, such substitution will not (A) affect adversely the status of any REMIC established hereunder as a REMIC, or of the related "regular interests" as "regular interests" in any such REMIC, or (B) cause any such REMIC to engage in a "prohibited transaction" or prohibited contribution pursuant to the REMIC Provisions. The Depositor shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Replacement Mortgage Loan or Replacement Mortgage Loans. Upon such substitution by the Sponsor, such Replacement Mortgage Loan or Replacement Mortgage Loans shall constitute part of the Mortgage Pool and shall be subject in all respects to the terms of this Agreement and the applicable Sale Agreement, including all applicable representations and warranties thereof included in the applicable Sale Agreement as of the date of substitution. (d) It is understood and agreed that the representations, warranties and indemnification (i) set forth in this Section 2.03, (ii) of the Sponsor and the Depositor set forth in the Sale Agreement and assigned to the Trustee by the Depositor hereunder and (iii) of each Transferor, assigned by the Sponsor to the Depositor pursuant to the Sale Agreement and assigned to the Trustee by the Depositor hereunder shall each survive delivery of the Mortgage Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue throughout the term of this Agreement. (e) The Depositor shall deliver a copy of the Mortgage Loan Schedule to the Servicer on the Closing Date. (f) The Depositor shall notify the Servicer and the Trustee when any NIM Notes are true issued and correctwhen such NIM Notes are no longer outstanding.

Representations, Warranties and Covenants of the Depositor. (a) The Depositor hereby represents and warrants to the Owner Servicer, the Trustee thatand the NIMs Insurer as follows, as of the date hereof: (ai) The Depositor is duly organized and is validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with Delaware and has full power and authority (corporate and other) necessary to own or hold its properties and to conduct its business as such properties are currently owned now conducted by it and such business is presently conductedto enter into and perform its obligations under this Agreement and the Sale Agreement. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (cii) The Depositor has the full corporate power and authority to execute execute, deliver and deliver perform, and to enter into and consummate the transactions contemplated by, this Agreement and to carry out its terms; the Depositor has full power Sale Agreement and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust authorized, by all necessary action; and corporate action on its part, the execution, delivery and performance of this Agreement have been duly authorized by and the Depositor by all necessary limited liability company action. (d) The Depositor has duly executed and delivered this Sale Agreement, ; and this Agreement and the Sale Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, Depositor in accordance with its terms, subject, as to enforceability, to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and (ii) general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (eiii) The execution and delivery of this Agreement and the Sale Agreement by the Depositor, the consummation of the transactions contemplated by this Agreement and the Sale Agreement, and the fulfillment of or compliance with the terms hereof do are in the ordinary course of business of the Depositor and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Depositor or (B) materially conflict with, result in any breach of any of the terms and provisions a violation or acceleration of, or constitute (with or without notice or lapse of time) result in a material default under, the certificate terms of formation or limited liability company agreement of the Depositor, or any indenture, other material agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation may be bound or imposition (C) constitute a material violation of any Lien upon any of its properties pursuant to the terms of any such indenturestatute, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule order or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality body having jurisdiction over the Depositor; and the Depositor is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Depositor's ability to perform or meet any of its properties (i) asserting the invalidity of obligations under this Agreement. (iv) No litigation is pending, (ii) seeking or, to prevent the consummation of any best of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling Depositor's knowledge, threatened, against the Depositor that might would materially and adversely affect the execution, delivery or enforceability of this Agreement and the Sale Agreement or the ability of the Depositor to perform its obligations under this Agreement and the Sale Agreement in accordance with the terms hereof. (v) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Depositor of its obligations underof, or compliance by the validity or enforceability ofDepositor with, this AgreementAgreement and the Sale Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Depositor has obtained the same. The Depositor hereby represents and warrants to the Trustee with respect to each Mortgage Loan as of the Closing Date, and following the transfer of the Mortgage Loans to it by the Seller, the Depositor had good title to the Mortgage Loans and the Mortgage Notes were subject to no offsets, claims, liens, mortgage, pledge, charge, security interest, defenses or counterclaims. (g) The Depositor has not registered with the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (hb) The representations and warranties of the Transferor with respect to the Mortgage Loans contained in the Transfer Agreement were made as of the date of the Transfer Agreement and brought forward to the Closing Date pursuant to the Bring Down Letter. The representations and warranties of the Transferor with respect to the Mortgage Loans contained in the Bring Down Letter were made as of the Closing Date. The representations and warranties of the Seller with respect to the Mortgage Loans contained in the Sale Agreement were 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 the Transferor under the Transfer Agreement and (ii) a representation or warranty of the Seller under the Sale Agreement, the only right or remedy of the Trustee, the NIMs Insurer or of any Certificateholder shall be the Trustee's right to enforce the obligations of the Transferor under any applicable representation or warranty made by it. The Trustee acknowledges that the Seller 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 the Transferor in the Transfer Agreement, without regard to whether the Transferor fulfills its contractual obligations in respect of such representation or warranty. The Trustee also acknowledges that the Seller shall have no obligation or liability with respect to any breach of a representation or warranty made solely by the Transferor with respect to the Mortgage Loans, without regard to whether the Transferor fulfills its contractual obligations in respect of such representation or warranty. The Trustee further acknowledges that the Depositor shall have no obligation or liability with respect to any breach of any representation or warranty with respect to the Mortgage Loans (except as set forth in Section 3.02 of the Sale and Servicing Agreement are true and correct2.03(a)(v)) under any circumstances.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary limited liability company action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary limited liability company action. (d) The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors' rights generally or by general equitable principles. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement articles and bylaws of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or or, to the knowledge of the Depositor, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (g) The Depositor has is not registered required to obtain the consent of any other party or any consent, license, approval or authorization, or registration or declaration with, any governmental authority, bureau or agency in connection with the Commission as an investment company execution, delivery, performance, validity or enforceability of this Agreement, other than (i) UCC filings and (ii) consents, licenses, approvals, registrations, authorizations or declarations which, if not obtained or made, would not have a material adverse effect on the enforceability or collectibility of the Receivables or would not materially and adversely affect the ability of the Depositor to perform its obligations under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties of the Depositor in Section 3.02 of the Sale and Servicing Agreement are true and correct.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Trustee thatCollateral Agent, the Servicer, the Back-up Servicer, the Trustee, the Unaffiliated Seller, and the Certificateholders that as of the date of this Agreement or as of such date specifically provided herein: (a) The Depositor is a corporation duly organized and organized, validly existing as a limited liability company and in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.; (b) The Depositor is duly qualified has the corporate power and authority to do business as a foreign limited liability company in good standing convey the Mortgage Loans and has obtained all necessary licenses to execute, deliver and approvals in all jurisdictions in which perform, and to enter into and consummate the ownership or lease of its property or the conduct of its business shall require such qualifications.transactions contemplated by, this Agreement; (c) The This Agreement has been duly and validly authorized, executed and delivered by the Depositor, all requisite corporate action having been taken, and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute the legal, valid and binding agreement of the Depositor, enforceable against the Depositor has the power and authority to execute and deliver this Agreement and to carry out in accordance with its terms; , except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the Depositor has full power rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); (d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and or court is required for the execution, delivery and performance of this Agreement have been duly authorized or compliance by the Depositor by all necessary limited liability company action. (d) The Depositor has duly executed and delivered this Agreement, and with this Agreement constitutes a legal, valid and binding obligation or the consummation by the Depositor of any of the Depositortransactions contemplated hereby, enforceable against except as have been made on or prior to the Depositor, in accordance with its terms.Closing Date; (e) The None of the execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and hereby or thereby, 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 or results or will result in a breach of, or constitutes or will constitute (with or without notice or lapse of time) a default under, or results or will result in an acceleration under (A) the certificate of formation charter or limited liability company agreement bylaws of the Depositor, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or other instrument to which the Depositor or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound; nor (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 Depositor’s knowledgeregulation, any order, rule judgment or regulation decree applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality authority having jurisdiction over the Depositor or its properties.subsidiaries; or (iii) results in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans; (f) There are no actions, suits or proceedings before or against or investigations pending of, the Depositor pending, or threatened to the knowledge of the Depositor, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreementtribunal, (ii) seeking to prevent the consummation and no notice of any of such action, which, in the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that Depositor's reasonable judgment, might materially and adversely affect the performance by the Depositor of its obligations underunder this Agreement, or the validity or enforceability of, of this Agreement.; (g) The Depositor has is not registered in default with the Commission as an investment company under the Investment Company Act respect to any order or decree of 1940any court or any order, as amended (the “Investment Company Act”)regulation or demand of any federal, state, municipal or governmental agency that may materially and adversely affect its performance hereunder; and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) Immediately prior to the transfer and assignment by the Depositor to the Trustee, the Depositor had good title to, and was the sole owner of each Mortgage Loan, free of any interest of any other Person, and the Depositor has transferred all right, title and interest in each Mortgage Loan to the Trustee. The representations transfer of the Mortgage Note and warranties the Mortgage as and in the manner contemplated by this Agreement is sufficient either (i) fully to transfer to the Trustee, for the benefit of the Certificateholders, all right, title, and interest of the Depositor thereto as note holder and mortgagee or (ii) to grant to the Trustee, for the benefit of the Certificateholders, the security interest referred to in Section 3.02 2.10 hereof. The Mortgage has been duly assigned and the Mortgage Note has been duly endorsed. The Assignment of Mortgage delivered to the Collateral Agent on behalf of the Sale Trustee pursuant to Section 2.05(a)(iv) is in recordable form and Servicing Agreement is acceptable for recording under the laws of the applicable jurisdiction. The endorsement of the Mortgage Note, the delivery to the Collateral Agent on behalf of the Trustee of the endorsed Mortgage Note, and such Assignment of Mortgage, and the delivery of such Assignment of Mortgage for recording to, and the due recording of such Assignment of Mortgage in, the appropriate public recording office in the jurisdiction in which the Mortgaged Property is located are true sufficient to permit the Trustee to avail itself of all protection available under applicable law against the claims of any present or future creditors of the Depositor, and correctare sufficient to prevent any other sale, transfer, assignment, pledge, or hypothecation of the Mortgage Note and Mortgage by the Depositor from being enforceable. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.02 shall survive delivery of the respective Mortgage Files to the Collateral Agent on behalf of the Trustee or to a custodian, as the case may be, and shall inure to the benefit of the Trustee.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary limited liability company corporate action. (d) The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors’ rights generally or by general equitable principles. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement articles and bylaws of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or or, to the knowledge of the Depositor, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (g) The Depositor has not registered with the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties of the Depositor in Section 3.02 of the Sale and Servicing Agreement are true and correct.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Eligible Lender Trustee thatas follows: (a) The Depositor is duly organized and validly existing as a Delaware limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust (or with the Eligible Lender Trustee on behalf of the Trust) and the Depositor has duly authorized such sale and assignment and deposit to the Trust (or to the Eligible Lender Trustee on behalf of the Trust) by all necessary action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary limited liability company action. (dc) The Depositor has duly executed and delivered this Agreement, and this This Agreement constitutes a legal, valid and binding obligation of the Depositor, Depositor enforceable against the Depositor, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors' rights generally and subject to general principles of equity. (ed) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of timetime or both) a default under, the certificate Certificate of formation Formation or limited liability company operating agreement of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (ge) The Depositor has not registered with agrees for the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties benefit of the Depositor in Section 3.02 Noteholders and the holder of the Sale Excess Distribution Certificate that it will comply with each of the requirements set forth in the Certificate of Formation and Servicing Agreement are true and correctits operating agreement.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary limited liability company corporate action. (d) The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms. (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 limited liability company agreement of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (g) The Depositor has not registered with the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties of the Depositor in Section 3.02 of the Sale and Servicing Agreement are true and correct.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Eligible Lender Trustee thatas follows: (a) The Depositor is duly organized and validly existing as a Delaware limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust (or with the Eligible Lender Trustee on behalf of the Trust) and the Depositor has duly authorized such sale and assignment and deposit to the Trust (or to the Eligible Lender Trustee on behalf of the Trust) by all necessary action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary limited liability company action. (dc) The Depositor has duly executed and delivered this Agreement, and this This Agreement constitutes a legal, valid and binding obligation of the Depositor, Depositor enforceable against the Depositor, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors’ rights generally and subject to general principles of equity. (ed) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of timetime or both) a default under, the certificate Certificate of formation Formation or limited liability company operating agreement of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (ge) The Depositor has not registered with agrees for the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties benefit of the Depositor in Section 3.02 Noteholders and the Excess Distribution Certificateholder that it will comply with each of the Sale requirements set forth in the Certificate of Formation and Servicing Agreement are true and correctits operating agreement.

Representations, Warranties and Covenants of the Depositor. (a) The Depositor hereby represents and warrants to the Owner Servicer and the Trustee thatas follows, as of the date hereof: (ai) The Depositor is duly organized and is validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with New York and has full power and authority (corporate and other) necessary to own or hold its properties and to conduct its business as such properties are currently owned now conducted by it and such business is presently conductedto enter into and perform its obligations under this Agreement. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (cii) The Depositor has the full corporate power and authority to execute execute, deliver and deliver perform, and to enter into and consummate the transactions contemplated by, this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust authorized, by all necessary action; and corporate action on its part, the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary limited liability company action. (d) The Depositor has duly executed Agreement; and delivered this Agreement, assuming the due authorization, execution and this Agreement delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, Depositor in accordance with its terms, subject, as to enforceability, to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and (ii) general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (eiii) The execution and delivery of this Agreement by the Depositor, the consummation of the transactions contemplated by this Agreement Agreement, and the fulfillment of or compliance with the terms hereof do are in the ordinary course of business of the Depositor and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Depositor or (B) materially conflict with, result in any breach of any of the terms and provisions a violation or acceleration of, or constitute (with or without notice or lapse of time) result in a material default under, the certificate terms of formation or limited liability company agreement of the Depositor, or any indenture, other material agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation may be bound or imposition (C) constitute a material violation of any Lien upon any of its properties pursuant to the terms of any such indenturestatute, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule order or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality body having jurisdiction over the Depositor; and the Depositor is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Depositor's ability to perform or meet any of its properties (i) asserting the invalidity of obligations under this Agreement. (iv) No litigation is pending, (ii) seeking or, to prevent the consummation of any best of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling Depositor's knowledge, threatened, against the Depositor that might would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Depositor to perform its obligations under this Agreement in accordance with the terms hereof. (v) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Depositor of its obligations underof, or compliance by the validity or enforceability ofDepositor with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Depositor has obtained the same. The Depositor hereby represents and warrants to the Trustee with respect to each Mortgage Loan as of the Closing Date, and following the transfer of the Mortgage Loans to it by the Seller, the Depositor had good title to the Mortgage Loans and the Mortgage Notes were subject to no offsets, claims, defenses or counterclaims. (vi) The Depositor hereby represents and warrants to the Trustee for the benefit of the Certificateholders that on the Closing Date it has entered into the Sale Agreement with the Seller, that the Seller has made the following representations and warranties with respect to each Mortgage Loan in the Sale Agreement as of the Closing Date, which representations and warranties run to and are for the benefit of the Depositor and the Trustee for the benefit of the Certificateholders, and as to which the Depositor has assigned to the Trustee for the benefit of the Certificateholders, pursuant to Section 2.01 hereof, the right to cause the Seller to repurchase a Mortgage Loan as to which there has occurred an uncured breach of representations and warranties in accordance with the provisions of the Sale Agreement. (g1) The Depositor has not registered with the Commission as Seller is an investment company under the Investment Company Act approved seller of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated conventional mortgage loans for FNMA or FHLMC and is a mortgagee approved by the Basic Documents, Secretary of Housing and Urban Development pursuant to sections 203 and 211 of the Depositor will not have registered with the Commission as an investment company under the Investment Company National Housing Act. (h2) The representations information set forth on the Mortgage Loan Schedule is true and warranties correct in all material respects as of the Depositor in Section 3.02 Closing Date. (3) The Seller will treat the transfer of the Sale Mortgage Loans to the Depositor as a sale of the Mortgage Loans for all accounting and Servicing Agreement tax purposes. (4) No Mortgage Loan is more than 59 days Delinquent in payment of principal and interest, and no more than 1.5% of the Mortgage Loans are true 30-59 days Delinquent in the payment of principal and correctinterest.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Eligible Lender Trustee thatas follows: (a) The Depositor is duly organized and validly existing as a Delaware limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust (or with the Eligible Lender Trustee on behalf of the Trust) and the Depositor has duly authorized such sale and assignment and deposit to the Trust (or to the Eligible Lender Trustee on behalf of the Trust) by all necessary action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary limited liability company action. (dc) The Depositor has duly executed and delivered this Agreement, and this This Agreement constitutes a legal, valid and binding obligation of the Depositor, Depositor enforceable against the Depositor, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors' rights generally and subject to general principles of equity. (ed) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of timetime or both) a default under, the certificate Certificate of formation Formation or limited liability company operating agreement of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (ge) The Depositor has not registered with agrees for the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties benefit of the Depositor in Section 3.02 Noteholders and the Excess Distribution Certificateholder that it will comply with each of the Sale requirements set forth in the Certificate of Formation and Servicing Agreement are true and correctits operating agreement.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary limited liability company action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary limited liability company action. (d) The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms. (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 limited liability company agreement or certificate of formation of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (g) The Depositor has not registered with the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties of the Depositor in Section 3.02 of the Sale and Servicing Agreement are true and correct.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust Issuer and the Depositor has duly authorized such sale and assignment and deposit to the Trust Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary limited liability company corporate action. (d) The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization and other similar laws affecting the enforcement of creditors' rights in general and by general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation incorporation or limited liability company agreement the by-laws of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor (ii) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor or (iii) violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or or, to the Depositor's best knowledge, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (g) The Depositor has not registered with the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties of the Depositor in Section 3.02 of the Sale and Servicing Agreement are true and correct.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Eligible Lender Trustee thatas follows: (a) The Depositor is duly organized and validly existing as a Delaware limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust (or with the Eligible Lender Trustee on behalf of the Trust) and the Depositor has duly authorized such sale and assignment and deposit to the Trust (or to the Eligible Lender Trustee on behalf of the Trust) by all necessary action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary limited liability company action. (dc) The Depositor has duly executed and delivered this Agreement, and this This Agreement constitutes a legal, valid and binding obligation of the Depositor, Depositor enforceable against the Depositor, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors’ rights generally and subject to general principles of equity. (ed) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of timetime or both) a default under, the certificate Certificate of formation Formation or limited liability company operating agreement of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (ge) The Depositor has not registered with agrees for the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties benefit of the Depositor in Section 3.02 Noteholders and the holder of the Sale Excess Distribution Certificate that it will comply with each of the requirements set forth in the Certificate of Formation and Servicing Agreement are true and correctits operating agreement.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Trustee thatthat as of the date of this Agreement or as of such date specifically provided herein: (a) The Depositor is a corporation duly organized and organized, validly existing as a limited liability company and in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.; (b) The Depositor is duly qualified has the corporate power and authority to do business as a foreign limited liability company in good standing convey the Mortgage Loans and has obtained all necessary licenses to execute, deliver and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications.perform, and to enter into and consummate transactions contemplated by, this Agreement; (c) The This Agreement has been duly and validly authorized, executed and delivered by the Depositor, all requisite corporate action having been taken, and, assuming the due authorization, execution and delivery hereof by the Servicer and the Trustee, constitutes or will constitute the legal, valid and binding agreement of the Depositor, enforceable against the Depositor has the power and authority to execute and deliver this Agreement and to carry out in accordance with its terms; , except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the Depositor has full power rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); (d) No consent, approval, authorization or order of, or registration or filing with, or notice to, any governmental authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and or court is required for the execution, delivery and performance of this Agreement have been duly authorized or compliance by the Depositor by all necessary limited liability company action. (d) The Depositor has duly executed and delivered this Agreement, and with this Agreement constitutes a legal, valid and binding obligation or the consummation by the Depositor of any of the Depositortransactions contemplated hereby, enforceable against except as have been received or obtained on or prior to the Depositor, in accordance with its terms.Closing Date; (e) The None of the execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and hereby or thereby, 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 or results or will result in a breach of, or constitutes or will constitute (with or without notice or lapse of time) a default under, or results or will result in an acceleration under (A) the certificate of formation charter or limited liability company agreement bylaws of the Depositor, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or other instrument to which the Depositor or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound; nor (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 Depositor’s knowledgeregulation, any order, rule judgment or regulation decree applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality authority having jurisdiction over the Depositor or its properties.subsidiaries; or (iii) results in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans; (f) There are no actions, suits or proceedings before or against or investigations pending of, the Depositor pending, or threatened to the knowledge of the Depositor, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreementtribunal, (ii) seeking to prevent the consummation and no notice of any of such action, which, in the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that Depositor's reasonable judgment, might materially and adversely affect the performance by the Depositor of its obligations underunder this Agreement, or the validity or enforceability of, of this Agreement.; and (g) The Depositor has is not registered 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 that would materially and adversely affect its performance hereunder. It is understood and agreed that the Commission as an investment company under representations, warranties and covenants set forth in this Section 3.2 shall survive delivery of the Investment Company Act of 1940respective Mortgage Files to the Trustee or to a custodian, as amended (the “Investment Company Act”)case may be, and, after giving effect and shall inure to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties benefit of the Depositor in Section 3.02 of Trustee and the Sale and Servicing Agreement are true and correctCertificate Insurer.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Indenture Trustee and the Owner Trustee thatas follows: (a) The Depositor is duly organized and validly existing as a Delaware limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full the power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust (or with the Eligible Lender Trustee on behalf of the Trust) and the Depositor has duly authorized such sale and assignment and deposit to the Trust (or to the Eligible Lender Trustee on behalf of the Trust) by all necessary action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary limited liability company action. (dc) The Depositor has duly executed and delivered this Agreement, and this This Agreement constitutes a legal, valid and binding obligation of the Depositor, Depositor enforceable against the Depositor, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors’ rights generally and subject to general principles of equity. (ed) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of timetime or both) a default under, the certificate Certificate of formation Formation or limited liability company agreement Operating Agreement of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (e) The Depositor agrees, for the benefit of the Noteholders and the Excess Distribution Certificateholder, that it will comply with each of the requirements set forth in the Certificate of Formation and its Operating Agreement. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over The Depositor shall make available to the Depositor or its properties Eligible Lender Trustee (i) asserting as soon as possible, and in any event within the invalidity time period allowed by the Commission to file such financials after the end of this Agreementeach fiscal year of the Depositor (or an affiliate), audited financials of the Depositor (or an affiliate) as at the end of and for such year and (ii) seeking as soon as possible, and in any event within the time period allowed by the Commission to prevent file such financials after the consummation end of any each quarterly accounting period of the transactions contemplated by this Agreement Depositor (or (iii) seeking any determination or ruling that might materially and adversely affect the performance by an affiliate), unaudited financials of the Depositor (or an affiliate) as at the end of its obligations under, or the validity or enforceability of, this Agreementand for such period. (g) The Depositor has not registered with shall make available to the Commission as an investment company under the Investment Company Act of 1940Eligible Lender Trustee, as amended soon as possible after the delivery to the Department, a copy of the annual compliance audit of Navient Solutions, Inc. (the “Investment Company Act”or an affiliate), and, after giving effect to as required by Section 428(b)(1)(U) of the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Higher Education Act. (h) The representations and warranties Depositor shall deliver to the Eligible Lender Trustee, on an annual basis, promptly after receipt thereof, copies of a SAS 70 report for Navient Solutions, Inc. (i) The Depositor shall promptly deliver to the Eligible Lender Trustee a copy of any program review audit that Navient Solutions, Inc. (or its affiliates) shall receive from the Department. (j) The Depositor shall deliver to the Eligible Lender Trustee, on a quarterly basis, evidence of payment of any FFEL Lenders’ Interest & Special Allowance (LaRS) payments paid to the Department in Section 3.02 of connection with the Sale and Servicing Agreement are true and correctTrust Student Loans.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Trustee thatas follows: (a) The Depositor is duly organized and validly existing as a Delaware limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full the power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust or Trustee and the Depositor has duly authorized such sale and assignment and deposit to the Trust or Trustee by all necessary action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary limited liability company action. (dc) The Depositor has duly executed and delivered this Agreement, and this This Agreement constitutes a legal, valid and binding obligation of the Depositor, Depositor enforceable against the Depositor, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors’ rights generally and subject to general principles of equity. (ed) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of timetime or both) a default under, the certificate Certificate of formation Formation or limited liability company agreement Operating Agreement of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (fe) There are no proceedings or investigations pending or threatened before any courtThe Depositor agrees, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over for the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any benefit of the transactions contemplated by this Agreement Noteholders and the Excess Distribution Certificateholder, that it will comply with each of the requirements set forth in its Certificate of Formation or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Operating Agreement. (gf) The Depositor has not registered with is authorized and directed to execute on behalf of the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”)Trust, and, after giving effect execution, to deliver to the transactions contemplated Administrator for filing with the Commission, all documents and forms required to be filed in accordance with applicable law or the rules and regulations prescribed by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company ActCommission. (h) The representations and warranties of the Depositor in Section 3.02 of the Sale and Servicing Agreement are true and correct.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary limited liability company corporate action. (d) The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms. (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 limited liability company agreement of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (g) The Depositor has not registered with the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties of the Depositor in Section 3.02 of the Sale and Servicing Agreement are true and correct.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Trustee thatCollateral Agent, the Servicer, the Back-up Servicer, the Trustee, the Unaffiliated Seller, the Certificate Insurer and the Certificateholders that as of the date of this Agreement or as of such date specifically provided herein: (a) The Depositor is a corporation duly organized and organized, validly existing as a limited liability company and in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.; (b) The Depositor is duly qualified has the corporate power and authority to do business as a foreign limited liability company in good standing convey the Mortgage Loans and has obtained all necessary licenses to execute, deliver and approvals in all jurisdictions in which perform, and to enter into and consummate the ownership or lease of its property or the conduct of its business shall require such qualifications.transactions contemplated by, this Agreement; (c) The This Agreement has been duly and validly authorized, executed and delivered by the Depositor, all requisite corporate action having been taken, and, upon the due authorization, execution and delivery hereof by the other parties hereto, will constitute the legal, valid and binding agreement of the Depositor, enforceable against the Depositor has the power and authority to execute and deliver this Agreement and to carry out in accordance with its terms; , except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the Depositor has full power rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); (d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and or court is required for the execution, delivery and performance of this Agreement have been duly authorized or compliance by the Depositor by all necessary limited liability company action. (d) The Depositor has duly executed and delivered this Agreement, and with this Agreement constitutes a legal, valid and binding obligation or the consummation by the Depositor of any of the Depositortransactions contemplated hereby, enforceable against except as have been made on or prior to the Depositor, in accordance with its terms.Closing Date; (e) The None of the execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and hereby or thereby, 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 or results or will result in a breach of, or constitutes or will constitute (with or without notice or lapse of time) a default under, or results or will result in an acceleration under (A) the certificate of formation charter or limited liability company agreement bylaws of the Depositor, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or other instrument to which the Depositor or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound; nor (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 Depositor’s knowledgeregulation, any order, rule judgment or regulation decree applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality authority having jurisdiction over the Depositor or its properties.subsidiaries; or (iii) results in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans; (f) There are no actions, suits or proceedings before or against or investigations pending of, the Depositor pending, or threatened to the knowledge of the Depositor, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreementtribunal, (ii) seeking to prevent the consummation and no notice of any of such action, which, in the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that Depositor's reasonable judgment, might materially and adversely affect the performance by the Depositor of its obligations underunder this Agreement, or the validity or enforceability of, of this Agreement.; (g) The Depositor has is not registered in default with the Commission as an investment company under the Investment Company Act respect to any order or decree of 1940any court or any order, as amended (the “Investment Company Act”)regulation or demand of any federal, andstate, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act.municipal or governmental agency that may materially and adversely affect its performance hereunder; (h) The transfer, assignment, and conveyance of the Mortgage Loans by the Depositor pursuant to this Agreement is not subject to the bulk transfer or any similar statutory provisions in effect in any applicable jurisdiction; and (i) Immediately prior to the transfer and assignment by the Depositor to the Trustee, the Depositor had good title to, and was the sole owner of each Mortgage Loan, free of any interest of any other Person, and the Depositor has transferred all right, title and interest in each Mortgage Loan to the Trustee. The transfer of the Mortgage Note and the Mortgage as and in the manner contemplated by this Agreement is sufficient either (i) fully to transfer to the Trustee, for the benefit of the Certificateholders and the Certificate Insurer, all right, title, and interest of the Depositor thereto as note holder and mortgagee or (ii) to grant to the Trustee, for the benefit of the Certificateholders and the Certificate Insurer, the security interest referred to in Section 2.10 hereof. The Mortgage has been duly assigned and the Mortgage Note has been duly endorsed. The Assignment of Mortgage delivered to the Collateral Agent on behalf of the Trustee pursuant to Section 2.05(a)(iv) is in recordable form and is acceptable for recording under the laws of the applicable jurisdiction. The endorsement of the Mortgage Note, the delivery to the Collateral Agent on behalf of the Trustee of the endorsed Mortgage Note, and such Assignment of Mortgage, and the delivery of such Assignment of Mortgage for recording to, and the due recording of such Assignment of Mortgage in, the appropriate public recording office in the jurisdiction in which the Mortgaged Property is located are sufficient to permit the Trustee to avail itself of all protection available under applicable law against the claims of any present or future creditors of the Depositor, and are sufficient to prevent any other sale, transfer, assignment, pledge, or hypothecation of the Mortgage Note and Mortgage by the Depositor from being enforceable. The Depositor has not transferred the Mortgage Loans to the Trustee, for the benefit of the Certificateholders and the Certificate Insurer, with any intent to hinder, delay or defraud any of its creditors. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.02 shall survive delivery of the respective Mortgage Files to the Collateral Agent on behalf of the Trustee or to a custodian, as the case may be, and shall inure to the benefit of the Trustee and the Certificate Insurer. Upon discovery by the Unaffiliated Seller, the Depositor, the Servicer, the Back-up Servicer, any Subservicer, the Certificate Insurer or the Trustee of a breach of any of the representations and warranties contained in this Section which materially and adversely affects the value of the Depositor in Section 3.02 Mortgage Loans or the interest of the Sale Trustee, the Certificate Insurer or the Certificateholders, the party discovering such breach shall promptly (and Servicing Agreement are true and correctin any event within five (5) Business Days of the discovery) give written notice to the others.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Trustee thatIndenture Trustee, the Originators, the Trust, the Collateral Agent, the Noteholders and the Servicer that as of the date of this Agreement or as of such date specifically provided herein: (a) The Depositor is a limited purpose corporation whose primary activities are restricted in its certificate of incorporation; (b) The Depositor is duly organized and organized, validly existing as a limited liability company and in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications.; (c) The Depositor has the corporate power and authority to execute and deliver this Agreement convey the Mortgage Loans and to carry execute, deliver and perform, and to enter into and consummate transactions contemplated by this Agreement; (d) The Depositor is not involved in the day-to-day management of the Sponsor and/or any of the Originators, maintains separate corporate records and books of account from the Sponsor and the Originators, has a separate business office from the Sponsor and the Originators and otherwise observes corporate formalities; (e) The Depositor maintains its assets separately from the assets of the Sponsor and the Originators (including through the maintenance of a separate bank account), the Depositor's funds and assets, and records relating thereto, have not been and are not commingled with those of the Sponsor and the Originators and the separate creditors of the Depositor will be entitled to be satisfied out of the Depositor's assets prior to any value in the Depositor becoming available to the holders of the Depositor's common stock or the Sponsor's and/or any of the Originators' creditors; (f) All business correspondence of the Depositor and other communications are conducted in the Depositor's own name and on its own stationery; (g) The Depositor is operated in such a manner that it would not be substantively consolidated in the bankruptcy estate of the Sponsor and/or any Originator, such that the separate existence of the Depositor would be disregarded in the event of a bankruptcy or insolvency of the Sponsor and/or any Originator; (h) This Agreement has been duly and validly authorized, executed and delivered by the Depositor, all requisite corporate action having been taken, and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms; , except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the Depositor has full power rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); (i) No consent, approval, license, permit, authorization or order of or registration or filing with, or notice to, any governmental authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and or court is required for the execution, delivery and performance of this Agreement have been duly authorized or compliance by the Depositor with this Agreement or the consummation by all necessary limited liability company action.the Depositor of any of the transactions contemplated hereby, except as have been made on or prior to the date hereof; (dj) The Depositor has duly executed None of the execution and delivered delivery of this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms. (e) The consummation of the transactions contemplated by this Agreement and hereby or thereby, 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 or results or will result in a breach of, or constitutes or will constitute (with or without notice or lapse of time) a default under, or results or will result in an acceleration under (A) the certificate of formation charter or limited liability company agreement bylaws of the Depositor, or (B) of any term, condition or provision of any indenture, deed of trust, contract or other agreement or other instrument to which the Depositor or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound; nor (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 Depositor’s knowledgeregulation, any order, rule judgment or regulation decree applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality authority having jurisdiction over the Depositor or its properties.subsidiaries; or (iii) results in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans; (fk) There are no actions, suits or proceedings before or against or investigations pending of, the Depositor pending, or threatened to the knowledge of the Depositor, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreementtribunal, (ii) seeking to prevent the consummation and no notice of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might such action, which would materially and adversely affect the performance by the Depositor of its obligations underunder this Agreement, or the validity or enforceability of, of this Agreement.; and (gl) The Depositor has is not registered 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 that may materially and adversely affect its performance hereunder. It is understood and agreed that the Commission as an investment company under representations, warranties and covenants set forth in this Section 3.03 shall survive delivery of the Investment Company Act respective Custodial Loan Files to the Collateral Agent, on behalf of 1940the Indenture Trustee or to another custodian, as amended (the “Investment Company Act”)case may be, and, after giving effect and shall inure to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties benefit of the Depositor in Section 3.02 of the Sale and Servicing Agreement are true and correctIndenture Trustee.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Eligible Lender Trustee thatas follows: (a) The Depositor is duly organized and validly existing as a Delaware limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the necessary power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust (or with the Eligible Lender Trustee on behalf of the Trust) and the Depositor has duly authorized such sale and assignment and deposit to the Trust (or to the Eligible Lender Trustee on behalf of the Trust) by all necessary action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary limited liability company action. (dc) The Depositor has duly executed and delivered this Agreement, and this This Agreement constitutes a legal, valid and binding obligation of the Depositor, Depositor enforceable against the Depositor, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors' rights generally and subject to general principles of equity. (ed) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of timetime or both) a default under, the certificate Certificate of formation Formation or limited liability company operating agreement of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (ge) The Depositor has not registered with agrees for the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties benefit of the Depositor in Section 3.02 Noteholders and the holder of the Sale Excess Distribution Certificate that it will comply with each of the requirements set forth in Certificate of Formation and Servicing Agreement are true its limited liability company operating agreement and correctwith each of the undertakings set forth in Annex I hereto.

Representations, Warranties and Covenants of the Depositor. (a) The Depositor hereby represents and warrants to the Owner Servicer, the Servicing Administrator, the Securities Administrator, the Seller, the Certificate Insurer and the Trustee thatas follows, as of the date hereof: (ai) The Depositor is duly organized and is validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with Delaware and has full power and authority (corporate and other) necessary to own or hold its properties and to conduct its business as such properties are currently owned now conducted by it and such business is presently conductedto enter into and perform its obligations under this Agreement and the Sale Agreement. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (cii) The Depositor has the full corporate power and authority to execute execute, deliver and deliver perform, and to enter into and consummate the transactions contemplated by, this Agreement and to carry out its terms; the Depositor has full power Sale Agreement and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust authorized, by all necessary action; and corporate action on its part, the execution, delivery and performance of this Agreement have been duly authorized by and the Depositor by all necessary limited liability company action. (d) The Depositor has duly executed and delivered this Sale Agreement, ; and this Agreement and the Sale Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, Depositor in accordance with its terms, subject, as to enforceability, to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and (ii) general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (eiii) The execution and delivery of this Agreement and the Sale Agreement by the Depositor, the consummation of the transactions contemplated by this Agreement and the Sale Agreement, and the fulfillment of or compliance with the terms hereof do are in the ordinary course of business of the Depositor and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Depositor or (B) materially conflict with, result in any breach of any of the terms and provisions a violation or acceleration of, or constitute (with or without notice or lapse of time) result in a material default under, the certificate terms of formation or limited liability company agreement of the Depositor, or any indenture, other material agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation may be bound or imposition (C) constitute a material violation of any Lien upon any of its properties pursuant to the terms of any such indenturestatute, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule order or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality body having jurisdiction over the Depositor; and the Depositor is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Depositor's ability to perform or meet any of its properties (i) asserting the invalidity of obligations under this Agreement. (iv) No litigation is pending, (ii) seeking or, to prevent the consummation of any best of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling Depositor's knowledge, threatened, against the Depositor that might would materially and adversely affect the execution, delivery or enforceability of this Agreement and the Sale Agreement or the ability of the Depositor to perform its obligations under this Agreement and the Sale Agreement in accordance with the terms hereof. (v) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Depositor of its obligations underof, or compliance by the validity or enforceability ofDepositor with, this AgreementAgreement and the Sale Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Depositor has obtained the same. The Depositor hereby represents and warrants to the Trustee with respect to each Mortgage Loan as of the Closing Date (or the Subsequent Transfer Date with respect to Subsequent Mortgage Loans), and following the transfer of the Mortgage Loans to it by the Seller, the Depositor had good title to the Mortgage Loans and the Mortgage Notes were subject to no offsets, claims, liens, mortgage, pledge, charge, security interest, defenses or counterclaims. (g) The Depositor has not registered with the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (hb) The representations and warranties of each Transferor with respect to the related Mortgage Loans in the applicable Transfer Agreement, which have been assigned to the Trustee hereunder, were made as of the date specified in the applicable Transfer Agreement (or underlying agreement, if such Transfer Agreement is in the form of an assignment of a prior agreement). 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 applicable Transferor under the applicable Transfer Agreement and (ii) a representation or warranty of the Seller under the Sale Agreement, the obligations of the Seller under the Sale Agreement shall be enforced and to the extent the Seller does not fulfill its contracted obligations then the obligations of the applicable Transferor shall be enforced under any applicable representation or warranty made by it. The Trustee further acknowledges that the Depositor shall have no obligation or liability with respect to any breach of any representation or warranty with respect to the Mortgage Loans under any circumstances. (c) Upon discovery by any of the Depositor, the Servicing Administrator, the Servicer, the Securities Administrator or the Trustee of a breach of any of such representations and warranties that adversely and materially affects the value of the related Mortgage Loan, prepayment charges or the interests of the Certificateholders, the party discovering such breach shall give prompt written notice to the other parties. Within 90 days of the discovery of such breach of any representation or warranty together with information indicating the nature of the breach, the applicable Transferor or the Seller, as applicable, shall either (a) cure such breach in all material respects, (b) repurchase such Mortgage Loan or any property acquired in respect thereof from the Trustee at the Purchase Price or (c) within the two year period following the Closing Date, substitute a Replacement Mortgage Loan for the affected Mortgage Loan. In the event of discovery of a breach of any representation and warranty of any Transferor or the Seller, the Trustee's rights shall be enforced under the applicable Transfer Agreement and the Sale Agreement for the benefit of Certificateholders. If a breach of the representations and warranties set forth in the Transfer Agreement hereof exists solely due to the unenforceability of a prepayment charge, the Trustee or the other party having notice thereof shall notify the Servicer thereof and not seek to enforce the repurchase remedy provided for herein unless such Mortgage Loan is not current. In the event of a breach of the representations and warranties with respect to the Mortgage Loans set forth in a Transfer Agreement, the Trustee shall enforce the right of the Trust Fund to be indemnified for such breach of representation and warranty. In the event that such breach relates solely to the unenforceability of a prepayment charge, amounts received in respect of such indemnity up to the amount of such prepayment charge shall be distributed pursuant to Section 3.02 5.05(i). As provided in the Sale Agreement, if the Transferor substitutes for a Mortgage Loan for which there is a breach of any representations and warranties in the related Transfer Agreement which adversely and materially affects the value of such Mortgage Loan and such substitute mortgage loan is not a Replacement Mortgage Loan, under the terms of the Sale Agreement, the Seller will, in exchange for such substitute Mortgage Loan, (i) provide the applicable Purchase Price for the affected Mortgage Loan or (ii) within two years of the Closing Date, substitute such affected Mortgage Loan with a Replacement Mortgage Loan. Any such substitution shall not be effected prior to the additional delivery to the Trustee and the Custodian of a Request for Release substantially in the form of Exhibit I and shall not be effected unless it is within two years of the Startup Day. The Seller indemnifies and holds the Trust Fund, the Trustee, the Securities Administrator, the Depositor, the Servicing Administrator, the Servicer and each Certificateholder harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trust Fund, the Trustee, the Securities Administrator, the Depositor, the Servicing Administrator, the Servicer and any Certificateholder may sustain in connection with any actions of the Seller relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 2.03 and the Sale Agreement, to the extent that any such action causes (i) any federal or state tax to be imposed on the Trust Fund or any REMIC provided for herein, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup day" under Section 860G(d)(1) of the Code, or (ii) any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding. In furtherance of the foregoing, if the Transferor or the Seller, as applicable, is not a member of MERS and repurchases a Mortgage Loan which is registered on the MERS System, the Transferor or the Seller, as applicable, at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Transferor or the Seller, as applicable, and shall cause such Mortgage to be removed from registration on the MERS System in accordance with MERS' rules and regulations. With respect to any Mortgage Loan repurchased by the Seller pursuant to the Sale Agreement are true or by any Transferor pursuant to the applicable Transfer Agreement, the principal portion of the funds received by the Securities Administrator, in respect of such repurchase of a Mortgage Loan will be considered a Principal Prepayment and correctshall be deposited in the Certificate Account pursuant to Section 3.05. The Trustee, upon receipt of notice from the Securities Administrator of its receipt of the full amount of the Purchase Price for a Deleted Mortgage Loan, or upon receipt of the Mortgage File for a Replacement Mortgage Loan substituted for a Deleted Mortgage Loan, shall release or cause to be released and reassign to the Seller or the applicable Transferor, as applicable, the related Mortgage File for the Deleted Mortgage Loan and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be necessary to vest in such party or its designee or assignee title to any Deleted Mortgage Loan released pursuant hereto, free and clear of all security interests, liens and other encumbrances created by this Agreement, which instruments shall be prepared by the Seller, and neither the Trustee nor the Securities Administrator shall have any further responsibility with respect to the Mortgage File relating to such Deleted Mortgage Loan. With respect to each Replacement Mortgage Loan to be delivered to the Trustee (or the Custodian) pursuant to the terms of this Article II in exchange for a Deleted Mortgage Loan: (i) the applicable Transferor or the Seller, as applicable, must deliver to the Trustee (or its custodian) the Mortgage File for the Replacement Mortgage Loan containing the documents set forth in Section 2.01 along with a written certification certifying as to the Mortgage Loan satisfying all requirements under the definition of Replacement Mortgage Loan and the delivery of such Mortgage File and containing the granting language set forth in Section 2.01; and (ii) the Depositor will be deemed to have made, with respect to such Replacement Mortgage Loan, each of the representations and warranties made by it with respect to the related Deleted Mortgage Loan. The Custodian shall review the Mortgage File with respect to each Replacement Mortgage Loan and certify to the Depositor that all documents required by Section 2.01 have been executed and received. For any month in which the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the Seller will determine the amount (if any) by which the aggregate principal balance of all such Replacement Mortgage Loans as of the date of substitution and the aggregate prepayment penalties with respect to such Replacement Mortgage Loans is less than the aggregate Stated Principal Balance (after application of the principal portion of the Scheduled Payment due in the month of substitution) and aggregate prepayment penalties of all such Deleted Mortgage Loans. An amount equal to the aggregate of the deficiencies described in the preceding sentence (such amount, the "Substitution Adjustment Amount") shall be deposited into the Certificate Account by the Seller on the Determination Date for the Distribution Date relating to the Prepayment Period during which the related Mortgage Loan became required to be purchased or replaced hereunder. Notwithstanding any other provision of this Agreement, the right to substitute Mortgage Loans pursuant to this Article II shall be subject to the additional limitations that no substitution of a Replacement Mortgage Loan for a Deleted Mortgage Loan shall be made unless the Securities Administrator shall have received an Opinion of Counsel (at the expense of the party seeking to make the substitution) that, under current law, such substitution will not (A) affect adversely the status of any REMIC established hereunder as a REMIC, or of the related "regular interests" as "regular interests" in any such REMIC, or (B) cause any such REMIC to engage in a "prohibited transaction" or prohibited contribution pursuant to the REMIC Provisions. The Servicer shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Replacement Mortgage Loan or Replacement Mortgage Loans. Upon such substitution by the Seller, such Replacement Mortgage Loan or Replacement Mortgage Loans shall constitute part of the Mortgage Pool and shall be subject in all respects to the terms of this Agreement and the Sale Agreement, including all applicable representations and warranties thereof included in the Sale Agreement as of the date of substitution. (d) It is understood and agreed that the representations, warranties and indemnification (i) set forth in this Section 2.03, (ii) of the Seller and the Depositor set forth in the Sale Agreement and assigned to the Trustee by the Depositor hereunder and (iii) of each Transferor, assigned by the Seller to the Depositor pursuant to the Sale Agreement and assigned to the Trustee by the Depositor hereunder shall each survive delivery of the Mortgage Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue throughout the term of this Agreement. (e) The Depositor shall deliver a copy of the Mortgage Loan Schedule to the Servicer on the Closing Date (or the Subsequent Transfer Date with respect to Subsequent Mortgage Loans).

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell transfer and assign the property to be sold transferred and assigned to and deposited with the Trust and the Depositor 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 have been duly authorized by the Depositor by all necessary limited liability company corporate action. (d) The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation incorporation or limited liability company agreement the by-laws of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor , (ii) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor ) or (iii) violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (g) The Depositor has not registered with the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties of the Depositor in Section 3.02 5.1 of the Sale and Servicing Agreement are true and correct.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Trustee thatIndenture Trustee, the Trust, the Collateral Agent, the Note Insurer and the Servicer that as of the date of this Agreement or as of such date specifically provided herein: (a) The Depositor is a corporation duly organized and organized, validly existing as a limited liability company and in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.; (b) The Depositor is duly qualified has the corporate power and authority to do business as a foreign limited liability company in good standing convey the Mortgage Loans and has obtained all necessary licenses to execute, deliver and approvals in all jurisdictions in which perform, and to enter into and consummate the ownership or lease of its property or the conduct of its business shall require such qualifications.transactions contemplated by this Agreement; (c) The This Agreement has been duly and validly authorized, executed and delivered by the Depositor, all requisite corporate action having been taken, and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute the legal, valid and binding agreement of the Depositor, enforceable against the Depositor has the power and authority to execute and deliver this Agreement and to carry out in accordance with its terms; , except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the Depositor has full power rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); (d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and or court is required for the execution, delivery and performance of this Agreement have been duly authorized or compliance by the Depositor by all necessary limited liability company action. (d) The Depositor has duly executed and delivered this Agreement, and with this Agreement constitutes a legal, valid and binding obligation or the consummation by the Depositor of any of the Depositortransactions contemplated hereby, enforceable against except as have been made on or prior to the Depositor, in accordance with its terms.Closing Date; (e) The None of the execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and hereby or thereby, 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 or results or will result in a breach of, or constitutes or will constitute (with or without notice or lapse of time) a default under, or results or will result in an acceleration under (A) the certificate of formation charter or limited liability company agreement bylaws of the Depositor, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or other instrument to which the Depositor or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound; nor (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 Depositor’s knowledgeregulation, any order, rule judgment or regulation decree applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality authority having jurisdiction over the Depositor or its properties.subsidiaries; or (iii) results in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans; (f) There are no actions, suits or proceedings before or against or investigations pending of, the Depositor pending, or threatened to the knowledge of the Depositor, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreementtribunal, (ii) seeking to prevent the consummation and no notice of any of such action, which, in the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that Depositor's reasonable judgment, might materially and adversely affect the performance by the Depositor of its obligations underunder this Agreement, or the validity or enforceability of, of this Agreement.; and (g) The Depositor has is not registered in default with the Commission as an investment company under the Investment Company Act respect to any order or decree of 1940any court or any order, as amended (the “Investment Company Act”)regulation or demand of any federal, andstate, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Actmunicipal or governmental agency that may materially and adversely affect its performance hereunder. (h) Immediately prior to the transfer and assignment by the Depositor to the Trust, the Depositor had good title to, and was the sole owner of each Mortgage Loan, free of any interest of any other Person, and the Depositor has transferred all right, title and interest in each Mortgage Loan to the Trust. The representations transfer of the Mortgage Note and warranties the Mortgage as and in the manner contemplated by this Agreement is sufficient either (i) fully to transfer to the Trust, all right, title, and interest of the Depositor thereto as note holder and mortgagee or (ii) to grant to the Trust, the security interest referred to in Section 3.02 2.07 hereof. The Mortgage has been duly assigned and the Mortgage Note has been duly endorsed. The Assignment of Mortgage delivered to the Collateral Agent on behalf of the Sale Indenture Trustee pursuant to Section 2.05(a)(iv) is in recordable form and Servicing Agreement is acceptable for recording under the laws of the applicable jurisdiction. The endorsement of the Mortgage Note, the delivery to the Collateral Agent on behalf of the Indenture Trustee of the endorsed Mortgage Note, and such Assignment of Mortgage, and the delivery of such Assignment of Mortgage for recording to, and the due recording of such Assignment of Mortgage in, the appropriate public recording office in the jurisdiction in which the Mortgaged Property is located are true sufficient to permit the Indenture Trustee to avail itself of all protection available under applicable law against the claims of any present or future creditors of the Depositor, and correctare sufficient to prevent any other sale, transfer, assignment, pledge, or hypothecation of the Mortgage Note and Mortgage by the Depositor from being enforceable. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.02 shall survive delivery of the respective Mortgage Files to the Collateral Agent on behalf of the Indenture Trustee or to a custodian, as the case may be, and shall inure to the benefit of the Indenture Trustee and the Note Insurer.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Trustee thatand the Certificate Insurer that as of the date of this Agreement or as of such date specifically provided herein: (a) The Depositor is a corporation duly organized and organized, validly existing as a limited liability company and in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified has the corporate power and authority to do business as a foreign limited liability company in good standing convey the Mortgage Loans and has obtained all necessary licenses to execute, deliver and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications.perform, and to enter into and consummate transactions contemplated by, this Agreement; (c) The This Agreement has been duly and validly authorized, executed and delivered by the Depositor, all requisite corporate action having been taken, and, assuming the due authorization, execution and delivery hereof by the Servicer and the Trustee, constitutes or will constitute the legal, valid and binding agreement of the Depositor, enforceable against the Depositor has the power and authority to execute and deliver this Agreement and to carry out in accordance with its terms; , except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the Depositor has full power rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); (d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and or court is required for the execution, delivery and performance of this Agreement have been duly authorized or compliance by the Depositor by all necessary limited liability company action. (d) The Depositor has duly executed and delivered this Agreement, and with this Agreement constitutes a legal, valid and binding obligation or the consummation by the Depositor of any of the Depositortransactions contemplated hereby, enforceable against except as have been made on or prior to the Depositor, in accordance with its terms.Closing Date; (e) The None of the execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and hereby or thereby, 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 or results or will result in a breach of, or constitutes or will constitute (with or without notice or lapse of time) a default under, or results or will result in an acceleration under (A) the certificate of formation charter or limited liability company agreement bylaws of the Depositor, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or other instrument to which the Depositor or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound; nor (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 Depositor’s knowledgeregulation, any order, rule judgment or regulation decree applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality authority having jurisdiction over the Depositor or its properties.subsidiaries; or (iii) results in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans; (f) There are no actions, suits or proceedings before or against or investigations pending of, the Depositor pending, or threatened to the knowledge of the Depositor, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreementtribunal, (ii) seeking to prevent the consummation and no notice of any of such action, which, in the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that Depositor's reasonable judgment, might materially and adversely affect the performance by the Depositor of its obligations underunder this Agreement, or the validity or enforceability of, of this Agreement.; and (g) The Depositor has is not registered 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 that may materially and adversely affect its performance hereunder. It is understood and agreed that the Commission as an investment company under representations, warranties and covenants set forth in this Section 3.2 shall survive delivery of the Investment Company Act of 1940respective Mortgage Files to the Trustee or to a custodian, as amended (the “Investment Company Act”)case may be, and, after giving effect and shall inure to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties benefit of the Depositor in Section 3.02 of Trustee and the Sale and Servicing Agreement are true and correctCertificate Insurer.

Representations, Warranties and Covenants of the Depositor. (a) The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of DelawareDepositor, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to Indenture Trustee on behalf of the Trust by all necessary action; Noteholders, the Certificateholders and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary limited liability company action.Insurer as follows: (di) The Depositor has duly executed and delivered this Agreement, and this This Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, Depositor in accordance with its terms. (e) The consummation of the transactions contemplated , except as enforceability may be limited by this Agreement and the fulfillment of the terms hereof do not conflict withapplicable bankruptcy, result in any breach of any of the terms and provisions ofinsolvency, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement of the Depositor, or any indenture, agreement reorganization moratorium or other instrument to which similar laws now or hereafter in effect affecting the Depositor is enforcement of creditors’ rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a party proceeding at law 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 Documentsequity); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties.; (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking Immediately prior to prevent the consummation transfer by the Depositor to the Trust of each Mortgage Loan, the Depositor had good and equitable title to each Mortgage Loan (insofar as such title was conveyed to it by the Depositor) acquired in good faith and subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any of the transactions contemplated by this Agreement or nature; (iii) seeking any determination or ruling that might materially and adversely affect As of the performance by Closing Date, the Depositor of its obligations underhas transferred all right, or title and interest in the validity or enforceability of, this Agreement.Mortgage Loans to the Trust; (giv) The Depositor has not registered transferred the Mortgage Loans to the Trust with the Commission any intent to hinder, delay or defraud any of its creditors; (v) The Depositor has been duly organized and is validly existing as an investment company a corporation in good standing under the Investment Company Act laws of 1940Delaware, with full power and authority to own its assets and conduct its business as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, presently being conducted and the Depositor will not have registered with change its jurisdiction of organizations without prior notice to the Commission as an investment company Rating Agencies, the Servicer, the Indenture Trustee and the Insurer; (vi) Other than the security interest granted to the Indenture Trustee hereunder, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of collateral covering the Mortgage Loans other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (vii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Depositor pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction; and (viii) The Depositor represents and warrants that it has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the Investment Company Actsecurity interest in the Mortgage Loans transferred to the Indenture Trustee on behalf of the Trust, pursuant to this Agreement. It is understood and agreed that the representations and warranties set forth in (i) through (viii) above shall survive the transfer of the Mortgage Loans to the Trust. (hb) The representations Depositor represents and warranties covenants to the parties hereto and the Insurer that: (i) Other than the security interest granted by the Depositor to the Trust under this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that includes a description of collateral covering the Mortgage Loans other than any financing statement relating to the security interest granted to the Trust under this Agreement. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (ii) The Depositor will not engage in Section 3.02 any activity that would result in a downgrading of the Sale Class A Notes without regard to the Policy; and (iii) The Depositor’s location under the applicable UCC is in Delaware and Servicing Agreement are true it will not change its principal place of business or its jurisdiction of organization without prior notice to the Rating Agencies, the Servicer, the Indenture Trustee and correctthe Insurer.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Trustee thatIndenture Trustee, the Issuing Entity, the Sponsor, the Note Insurer and the Servicer that as of the date of this Agreement or as of such date specifically provided herein: (a) The Depositor is a Maryland real estate investment trust duly organized and organized, validly existing as a limited liability company and in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedMaryland. (b) The Depositor is duly qualified has the trust power and authority to do business as a foreign limited liability company in good standing convey the Mortgage Loans and has obtained all necessary licenses to execute, deliver and approvals in all jurisdictions in which perform, and to enter into and consummate the ownership or lease of its property or the conduct of its business shall require such qualificationstransactions contemplated by this Agreement. (c) The This Agreement has been duly and validly authorized, executed and delivered by the Depositor, all requisite corporate action having been taken, and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute the legal, valid and binding agreement of the Depositor, enforceable against the Depositor has the power and authority to execute and deliver this Agreement and to carry out in accordance with its terms; , except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the Depositor has full power rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). (d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and or court is required for the execution, delivery and performance of this Agreement have been duly authorized or compliance by the Depositor by all necessary limited liability company action. (d) The Depositor has duly executed and delivered this Agreement, and with this Agreement constitutes a legal, valid and binding obligation or the consummation by the Depositor of any of the Depositortransactions contemplated hereby, enforceable against except as have been made on or prior to the Depositor, in accordance with its termsClosing Date. (e) The None of the execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and hereby or thereby, 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 or results or will result in a breach of, or constitutes or will constitute (with or without notice or lapse of time) a default under, or results or will result in an acceleration under (A) the certificate of formation trust or limited liability company agreement bylaws of the Depositor, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or other instrument to which the Depositor or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound; nor (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 Depositor’s knowledgeregulation, any order, rule judgment or regulation decree applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality authority having jurisdiction over the Depositor or its propertiessubsidiaries; or (iii) results in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans. (f) There Except as set forth in the Prospectus Supplement under the heading “Risk Factors,” there are no actions, suits or proceedings before or against or investigations pending of, the Depositor pending, or threatened to the knowledge of the Depositor, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreementtribunal, (ii) seeking to prevent the consummation and no notice of any of such action, which, in the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that Depositor’s reasonable judgment, might materially and adversely affect the performance by the Depositor of its obligations underunder this Agreement, or the validity or enforceability of, of this Agreement. (g) The Depositor has is not registered in default with the Commission as an investment company under the Investment Company Act respect to any order or decree of 1940any court or any order, as amended (the “Investment Company Act”)regulation or demand of any federal, andstate, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Actmunicipal or governmental agency that may materially and adversely affect its performance hereunder. (h) The representations Depositor hereby covenants that it will file a federal income tax return for its taxable year ending December 31, 200[_] on Internal Revenue Service Form 1120 REIT on which the Depositor elects to be taxed as a REIT. The Depositor hereby represents that it has been organized in conformity with the requirements for qualification for taxation as a REIT and hereby covenants that it at all times the Depositor owns Trust Certificates, either directly, or indirectly through one or more Qualified REIT Subsidiaries, will conduct its operations so as to qualify as a REIT. If, at any time the Depositor owns Trust Certificates, either directly, or indirectly through one or more Qualified REIT Subsidiaries, the Depositor determines that is has failed to qualify as a REIT, the Depositor shall, within 30 days of such discovery, notify the Indenture Trustee of such failure. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.06 shall survive delivery of the Depositor in Section 3.02 respective Indenture Trustee’s Mortgage Files to the Indenture Trustee and shall inure to the benefit of the Sale and Servicing Agreement are true and correctIndenture Trustee.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Trustee thatand the Certificate Insurer that as of the date of this Agreement or as of such date specifically provided herein: (a) The Depositor is a corporation duly organized and organized, validly existing as a limited liability company and in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.; (b) The Depositor is duly qualified has the corporate power and authority to do business as a foreign limited liability company in good standing convey the Loans and has obtained all necessary licenses to execute, deliver and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications.perform, and to enter into and consummate transactions contemplated by, this Agreement; (c) The This Agreement has been duly and validly authorized, executed and delivered by the Depositor, all requisite corporate action having been taken, and, assuming the due authorization, execution and delivery hereof by the Servicer and the Trustee, constitutes or will constitute the legal, valid and binding agreement of the Depositor, enforceable against the Depositor has the power and authority to execute and deliver this Agreement and to carry out in accordance with its terms; , except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the Depositor has full power rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); (d) No consent, approval, authorization or order of, or registration or filing with, or notice to, any governmental authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and or court is required for the execution, delivery and performance of this Agreement have been duly authorized or compliance by the Depositor by all necessary limited liability company action. (d) The Depositor has duly executed and delivered this Agreement, and with this Agreement constitutes a legal, valid and binding obligation or the consummation by the Depositor of any of the Depositortransactions contemplated hereby, enforceable against except as have been received or obtained on or prior to the Depositor, in accordance with its terms.Closing Date; (e) The None of the execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and hereby or thereby, 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, (1) 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 under, or results or will result in an acceleration under (i) the certificate of formation charter or limited liability company agreement bylaws of the Depositor, or (ii) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or other instrument to which the Depositor or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound; nor (2) 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 Depositor’s knowledgeregulation, any order, rule judgment or regulation decree applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality authority having jurisdiction over the Depositor or its properties.subsidiaries; or (3) results in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Loans or any documents or instruments evidencing or securing the Loans; (f) There are no actions, suits or proceedings before or against or investigations pending of, the Depositor pending, or threatened to the knowledge of the Depositor, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreementtribunal, (ii) seeking to prevent the consummation and no notice of any of such action, which, in the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that Depositor's reasonable judgment, might materially and adversely affect the performance by the Depositor of its obligations underunder this Agreement, or the validity or enforceability of, of this Agreement.; and (g) The Depositor has is not registered 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 that would materially and adversely affect its performance hereunder. It is understood and agreed that the Commission as an investment company under representations, warranties and covenants set forth in this Section 3.2 shall survive delivery of the Investment Company Act of 1940respective Loan Files to the Trustee or to a custodian, as amended (the “Investment Company Act”)case maybe, and, after giving effect and shall inure to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties benefit of the Depositor in Section 3.02 of Trustee and the Sale and Servicing Agreement are true and correctCertificate Insurer.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Trustee thatCollateral Agent, the Servicer, the Trustee, the Unaffiliated Seller, the Certificate Insurer and the Certificateholders that as of the date of this Agreement or as of such date specifically provided herein: (a) The Depositor is a corporation duly organized and organized, validly existing as a limited liability company and in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.; (b) The Depositor is duly qualified has the corporate power and authority to do business as a foreign limited liability company in good standing convey the Mortgage Loans and has obtained all necessary licenses to execute, deliver and approvals in all jurisdictions in which perform, and to enter into and consummate the ownership or lease of its property or the conduct of its business shall require such qualifications.transactions contemplated by, this Agreement; (c) The This Agreement has been duly and validly authorized, executed and delivered by the Depositor, all requisite corporate action having been taken, and, assuming the due authorization, execution and delivery hereof by the Servicer and the Trustee, constitutes or will constitute the legal, valid and binding agreement of the Depositor, enforceable against the Depositor has the power and authority to execute and deliver this Agreement and to carry out in accordance with its terms; , except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the Depositor has full power rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); (d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and or court is required for the execution, delivery and performance of this Agreement have been duly authorized or compliance by the Depositor by all necessary limited liability company action. (d) The Depositor has duly executed and delivered this Agreement, and with this Agreement constitutes a legal, valid and binding obligation or the consummation by the Depositor of any of the Depositortransactions contemplated hereby, enforceable against except as have been made on or prior to the Depositor, in accordance with its terms.Closing Date; (e) The None of the execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and hereby or thereby, 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 or results or will result in a breach of, or constitutes or will constitute (with or without notice or lapse of time) a default under, or results or will result in an acceleration under (A) the certificate of formation charter or limited liability company agreement bylaws of the Depositor, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or other instrument to which the Depositor or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound; nor (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 Depositor’s knowledgeregulation, any order, rule judgment or regulation decree applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality authority having jurisdiction over the Depositor or its properties.subsidiaries; or (iii) results in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans; (f) There are no actions, suits or proceedings before or against or investigations pending of, the Depositor pending, or threatened to the knowledge of the Depositor, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreementtribunal, (ii) seeking to prevent the consummation and no notice of any of such action, which, in the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that Depositor's reasonable judgment, might materially and adversely affect the performance by the Depositor of its obligations underunder this Agreement, or the validity or enforceability of, of this Agreement.; (g) The Depositor has is not registered in default with the Commission as an investment company under the Investment Company Act respect to any order or decree of 1940any court or any order, as amended (the “Investment Company Act”)regulation or demand of any federal, state, municipal or governmental agency that may materially and adversely affect its performance hereunder; and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) Immediately prior to the transfer and assignment by the Depositor to the Trustee, the Depositor had good title to, and was the sole owner of each Mortgage Loan, free of any interest of any other Person, and the Depositor has transferred all right, title and interest in each Mortgage Loan to the Trustee. The representations transfer of the Mortgage Note and warranties the Mortgage as and in the manner contemplated by this Agreement is sufficient either (i) fully to transfer to the Trustee, for the benefit of the Certificateholders and the Certificate Insurer, all right, title, and interest of the Depositor thereto as note holder and mortgagee or (ii) to grant to the Trustee, for the benefit of the Certificateholders and the Certificate Insurer, the security interest referred to in Section 3.02 2.10 hereof. The Mortgage has been duly assigned and the Mortgage Note has been duly endorsed. The Assignment of Mortgage delivered to the Collateral Agent on behalf of the Sale Trustee pursuant to Section 2.05(a)(iv) is in recordable form and Servicing Agreement is acceptable for recording under the laws of the applicable jurisdiction. The endorsement of the Mortgage Note, the delivery to the Collateral Agent on behalf of the Trustee of the endorsed Mortgage Note, and such Assignment of Mortgage, and the delivery of such Assignment of Mortgage for recording to, and the due recording of such Assignment of Mortgage in, the appropriate public recording office in the jurisdiction in which the Mortgaged Property is located are true sufficient to permit the Trustee to avail itself of all protection available under applicable law against the claims of any present or future creditors of the Depositor, and correctare sufficient to prevent any other sale, transfer, assignment, pledge, or hypothecation of the Mortgage Note and Mortgage by the Depositor from being enforceable. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.02 shall survive delivery of the respective Mortgage Files to the Collateral Agent on behalf of the Trustee or to a custodian, as the case may be, and shall inure to the benefit of the Trustee and the Certificate Insurer.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary limited liability company corporate action. (d) The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms. (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 limited liability company agreement of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (g) The Depositor has not registered with the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties of the Depositor in Section 3.02 of the Sale and Servicing Agreement are true and correct.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary limited liability company corporate action. (d) The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms. (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 limited liability company agreement bylaws of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (g) The Depositor has not registered with the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties of the Depositor in Section 3.02 3.04 of the Sale and Servicing Agreement are true and correct.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary limited liability company action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary limited liability company action.. 4 (2017-B Amended and Restated Trust Agreement) (d) The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors' rights generally or by general equitable principles. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement articles and bylaws of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or or, to the knowledge of the Depositor, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (g) The Depositor has is not registered required to obtain the consent of any other party or any consent, license, approval or authorization, or registration or declaration with, any governmental authority, bureau or agency in connection with the Commission as an investment company execution, delivery, performance, validity or enforceability of this Agreement, other than (i) UCC filings and (ii) consents, licenses, approvals, registrations, authorizations or declarations which, if not obtained or made, would not have a material adverse effect on the enforceability or collectibility of the Receivables or would not materially and adversely affect the ability of the Depositor to perform its obligations under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties of the Depositor in Section 3.02 of the Sale and Servicing Agreement are true and correct.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary limited liability company corporate action. (d) The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors' rights generally or by general equitable principles. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement articles and bylaws of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or or, to the knowledge of the Depositor, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (g) The Depositor has not registered with the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties of the Depositor in Section 3.02 of the Sale and Servicing Agreement are true and correct.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Trustee thatCollateral Agent, the Servicer, the Trustee, the Unaffiliated Seller, and the Certificateholders that as of the date of this Agreement or as of such date specifically provided herein: (a) The Depositor is a corporation duly organized and organized, validly existing as a limited liability company and in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.; (b) The Depositor is duly qualified has the corporate power and authority to do business as a foreign limited liability company in good standing convey the Mortgage Loans and has obtained all necessary licenses to execute, deliver and approvals in all jurisdictions in which perform, and to enter into and consummate the ownership or lease of its property or the conduct of its business shall require such qualifications.transactions contemplated by, this Agreement; (c) The This Agreement has been duly and validly authorized, executed and delivered by the Depositor, all requisite corporate action having been taken, and, assuming the due authorization, execution and delivery hereof by the Servicer and the Trustee, constitutes or will constitute the legal, valid and binding agreement of the Depositor, enforceable against the Depositor has the power and authority to execute and deliver this Agreement and to carry out in accordance with its terms; , except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the Depositor has full power rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); (d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and or court is required for the execution, delivery and performance of this Agreement have been duly authorized or compliance by the Depositor by all necessary limited liability company action. (d) The Depositor has duly executed and delivered this Agreement, and with this Agreement constitutes a legal, valid and binding obligation or the consummation by the Depositor of any of the Depositortransactions contemplated hereby, enforceable against except as have been made on or prior to the Depositor, in accordance with its terms.Closing Date; (e) The None of the execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and hereby or thereby, 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 or results or will result in a breach of, or constitutes or will constitute (with or without notice or lapse of time) a default under, or results or will result in an acceleration under (A) the certificate of formation charter or limited liability company agreement bylaws of the Depositor, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or other instrument to which the Depositor or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound; nor (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 Depositor’s knowledgeregulation, any order, rule judgment or regulation decree applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality authority having jurisdiction over the Depositor or its properties.subsidiaries; or (iii) results in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans; (f) There are no actions, suits or proceedings before or against or investigations pending of, the Depositor pending, or threatened to the knowledge of the Depositor, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreementtribunal, (ii) seeking to prevent the consummation and no notice of any of such action, which, in the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that Depositor's reasonable judgment, might materially and adversely affect the performance by the Depositor of its obligations underunder this Agreement, or the validity or enforceability of, of this Agreement.; (g) The Depositor has is not registered in default with the Commission as an investment company under the Investment Company Act respect to any order or decree of 1940any court or any order, as amended (the “Investment Company Act”)regulation or demand of any federal, state, municipal or governmental agency that may materially and adversely affect its performance hereunder; and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) Immediately prior to the transfer and assignment by the Depositor to the Trustee, the Depositor had good title to, and was the sole owner of each Mortgage Loan, free of any interest of any other Person, and the Depositor has transferred all right, title and interest in each Mortgage Loan to the Trustee. The representations transfer of the Mortgage Note and warranties the Mortgage as and in the manner contemplated by this Agreement is sufficient either (i) fully to transfer to the Trustee, for the benefit of the Certificateholders, all right, title, and interest of the Depositor thereto as note holder and mortgagee or (ii) to grant to the Trustee, for the benefit of the Certificateholders, the security interest referred to in Section 3.02 2.10 hereof. The Mortgage has been duly assigned and the Mortgage Note has been duly endorsed. The Assignment of Mortgage delivered to the Collateral Agent on behalf of the Sale Trustee pursuant to Section 2.05(a)(iv) is in recordable form and Servicing Agreement is acceptable for recording under the laws of the applicable jurisdiction. The endorsement of the Mortgage Note, the delivery to the Collateral Agent on behalf of the Trustee of the endorsed Mortgage Note, and such Assignment of Mortgage, and the delivery of such Assignment of Mortgage for recording to, and the due recording of such Assignment of Mortgage in, the appropriate public recording office in the jurisdiction in which the Mortgaged Property is located are true sufficient to permit the Trustee to avail itself of all protection available under applicable law against the claims of any present or future creditors of the Depositor, and correctare sufficient to prevent any other sale, transfer, assignment, pledge, or hypothecation of the Mortgage Note and Mortgage by the Depositor from being enforceable. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.02 shall survive delivery of the respective Mortgage Files to the Collateral Agent on behalf of the Trustee or to a custodian, as the case may be, and shall inure to the benefit of the Trustee.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Trustee thatIndenture Trustee, the Issuing Entity, the Sponsor and the Servicer that as of the date of this Agreement or as of such date specifically provided herein: (a) The Depositor is a Maryland real estate investment trust duly organized and organized, validly existing as a limited liability company and in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedMaryland. (b) The Depositor is duly qualified has the trust power and authority to do business as a foreign limited liability company in good standing convey the Mortgage Loans and has obtained all necessary licenses to execute, deliver and approvals in all jurisdictions in which perform, and to enter into and consummate the ownership or lease of its property or the conduct of its business shall require such qualificationstransactions contemplated by this Agreement. (c) The This Agreement has been duly and validly authorized, executed and delivered by the Depositor, all requisite corporate action having been taken, and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute the legal, valid and binding agreement of the Depositor, enforceable against the Depositor has the power and authority to execute and deliver this Agreement and to carry out in accordance with its terms; , except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the Depositor has full power rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). (d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and or court is required for the execution, delivery and performance of this Agreement have been duly authorized or compliance by the Depositor by all necessary limited liability company action. (d) The Depositor has duly executed and delivered this Agreement, and with this Agreement constitutes a legal, valid and binding obligation or the consummation by the Depositor of any of the Depositortransactions contemplated hereby, enforceable against except as have been made on or prior to the Depositor, in accordance with its termsClosing Date. (e) The None of the execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and hereby or thereby, 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 or results or will result in a breach of, or constitutes or will constitute (with or without notice or lapse of time) a default under, or results or will result in an acceleration under (A) the certificate of formation trust or limited liability company agreement bylaws of the Depositor, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or other instrument to which the Depositor or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound; nor (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 Depositor’s knowledgeregulation, any order, rule judgment or regulation decree applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality authority having jurisdiction over the Depositor or its propertiessubsidiaries; or (iii) results in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans. (f) There Except as set forth in the Prospectus Supplement under the heading “Risk Factors,” there are no actions, suits or proceedings before or against or investigations pending of, the Depositor pending, or threatened to the knowledge of the Depositor, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreementtribunal, (ii) seeking to prevent the consummation and no notice of any of such action, which, in the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that Depositor’s reasonable judgment, might materially and adversely affect the performance by the Depositor of its obligations underunder this Agreement, or the validity or enforceability of, of this Agreement. (g) The Depositor has is not registered in default with the Commission as an investment company under the Investment Company Act respect to any order or decree of 1940any court or any order, as amended (the “Investment Company Act”)regulation or demand of any federal, andstate, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Actmunicipal or governmental agency that may materially and adversely affect its performance hereunder. (h) The representations Depositor hereby covenants that it has filed a federal income tax return for its taxable year ending December 31, 20 on Internal Revenue Service Form 1120 REIT on which the Depositor elected to be taxed as a REIT. The Depositor hereby represents that it has been organized in conformity with the requirements for qualification for taxation as a REIT and hereby covenants that it at all times the Depositor owns Trust Certificates, either directly, or indirectly through one or more Qualified REIT Subsidiaries, will conduct its operations so as to qualify as a REIT. If, at any time the Depositor owns Trust Certificates, either directly, or indirectly through one or more Qualified REIT Subsidiaries, the Depositor determines that is has failed to qualify as a REIT, the Depositor shall, within 30 days of such discovery, notify the Indenture Trustee of such failure. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.06 shall survive delivery of the Depositor in Section 3.02 respective Indenture Trustee’s Mortgage Files to the Indenture Trustee and shall inure to the benefit of the Sale and Servicing Agreement are true and correctIndenture Trustee.

Representations, Warranties and Covenants of the Depositor. (a) The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of DelawareDepositor, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to Indenture Trustee on behalf of the Trust by all necessary action; Noteholders, the Certificateholders and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary limited liability company action.Insurer as follows: (di) The Depositor has duly executed and delivered this Agreement, and this This Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, Depositor in accordance with its terms. (e) The consummation of the transactions contemplated , except as enforceability may be limited by this Agreement and the fulfillment of the terms hereof do not conflict withapplicable bankruptcy, result in any breach of any of the terms and provisions ofinsolvency, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement of the Depositor, or any indenture, agreement reorganization moratorium or other instrument to which similar laws now or hereafter in effect affecting the Depositor is enforcement of creditors’ rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a party proceeding at law 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 Documentsequity); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties.; (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking Immediately prior to prevent the consummation transfer by the Depositor to the Trust of each Mortgage Loan, the Depositor had good and equitable title to each Mortgage Loan (insofar as such title was conveyed to it by the Depositor) acquired in good faith and subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any of the transactions contemplated by this Agreement or nature; (iii) seeking any determination or ruling that might materially and adversely affect As of the performance by Closing Date, the Depositor of its obligations underhas transferred all right, or title and interest in the validity or enforceability of, this Agreement.Mortgage Loans to the Trust; (giv) The Depositor has not registered transferred the Mortgage Loans to the Trust with the Commission any intent to hinder, delay or defraud any of its creditors; (v) The Depositor has been duly organized and is validly existing as an investment company a corporation in good standing under the Investment Company Act laws of 1940Delaware, with full power and authority to own its assets and conduct its business as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, presently being conducted and the Depositor will not have registered with change its jurisdiction of organizations without prior notice to the Commission as an investment company Rating Agencies, the Servicer, the Indenture Trustee and the Insurer; (vi) Other than the security interest granted to the Indenture Trustee hereunder, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of collateral covering the Mortgage Loans other than any financing statement relating to the security interest granted to the Indenture Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (vii) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Depositor pursuant to this Agreement are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction; and (viii) The Depositor represents and warrants that it has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the Investment Company Actsecurity interest in the Mortgage Loans transferred to the Indenture Trustee on behalf of the Trust, pursuant to this Agreement. It is understood and agreed that the representations and warranties set forth in (i) through (viii) above shall survive the transfer of the Mortgage Loans to the Trust. (hb) The representations Depositor represents and warranties covenants to the parties hereto and the Insurer that: (i) Other than the security interest granted by the Depositor to the Trust under this Agreement, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Mortgage Loans. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that includes a description of collateral covering the Mortgage Loans other than any financing statement relating to the security interest granted to the Trust under this Agreement. The Depositor is not aware of any judgment or tax lien filings against the Depositor; (ii) The Depositor will not engage in Section 3.02 any activity that would result in a downgrading of the Sale Notes without regard to the Policy; and (iii) The Depositor’s location under the applicable UCC is in Delaware and Servicing Agreement are true it will not change its principal place of business or its jurisdiction of organization without prior notice to the Rating Agencies, the Servicer, the Indenture Trustee and correctthe Insurer.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Trustee thatas follows: (a) The Depositor is duly organized and validly existing as a Delaware limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full the power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary limited liability company action. (dc) The Depositor has duly executed and delivered this Agreement, and this This Agreement constitutes a legal, valid and binding obligation of the Depositor, Depositor enforceable against the Depositor, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors’ rights generally and subject to general principles of equity. (ed) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of timetime or both) a default under, the certificate Certificate of formation Formation or limited liability company agreement Operating Agreement of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (ge) The Depositor has not registered with agrees, for the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties benefit of the Depositor in Section 3.02 Noteholders and the holder of the Sale and Servicing Agreement are true and correctExcess Distribution Certificate, that it will comply with each of the requirements set forth in its Certificate of Formation or Operating Agreement.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Trustee thatIndenture Trustee, the Trust, the Collateral Agent, the Servicer and the Back-up Servicer that as of the date of this Agreement or as of such date specifically provided herein: (a) The Depositor is a corporation duly organized and organized, validly existing as a limited liability company and in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.; (b) The Depositor is duly qualified has the corporate power and authority to do business as a foreign limited liability company in good standing convey the Mortgage Loans and has obtained all necessary licenses to execute, deliver and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications.perform, and to enter into and consummate transactions contemplated by this Agreement; (c) The This Agreement has been duly and validly authorized, executed and delivered by the Depositor, all requisite corporate action having been taken, and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute the legal, valid and binding agreement of the Depositor, enforceable against the Depositor has the power and authority to execute and deliver this Agreement and to carry out in accordance with its terms; , except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the Depositor has full power rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); (d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and or court is required for the execution, delivery and performance of this Agreement have been duly authorized or compliance by the Depositor by all necessary limited liability company action. (d) The Depositor has duly executed and delivered this Agreement, and with this Agreement constitutes a legal, valid and binding obligation or the consummation by the Depositor of any of the Depositortransactions contemplated hereby, enforceable against except as have been made on or prior to the Depositor, in accordance with its terms.Closing Date; (e) The None of the execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and hereby or thereby, 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 or results or will result in a breach of, or constitutes or will constitute (with or without notice or lapse of time) a default under, or results or will result in an acceleration under (A) the certificate of formation charter or limited liability company agreement bylaws of the Depositor, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or other instrument to which the Depositor or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound; nor (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 Depositor’s knowledgeregulation, any order, rule judgment or regulation decree applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality authority having jurisdiction over the Depositor or its properties.subsidiaries; or (iii) results in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans; (f) There are no actions, suits or proceedings before or against or investigations pending of, the Depositor pending, or threatened to the knowledge of the Depositor, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreementtribunal, (ii) seeking to prevent the consummation and no notice of any of such action, which, in the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that Depositor's reasonable judgment, might materially and adversely affect the performance by the Depositor of its obligations underunder this Agreement, or the validity or enforceability of, of this Agreement.; and (g) The Depositor has is not registered 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 that may materially and adversely affect its performance hereunder. It is understood and agreed that the Commission as an investment company under representations, warranties and covenants set forth in this Section 3.02 shall survive delivery of the Investment Company Act respective Indenture Trustee's Mortgage Files to the Collateral Agent, on behalf of 1940the Indenture Trustee or to another custodian, as amended (the “Investment Company Act”)case may be, and, after giving effect and shall inure to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties benefit of the Depositor in Section 3.02 of the Sale and Servicing Agreement are true and correctIndenture Trustee.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Eligible Lender Trustee thatas follows: (a) The Depositor is duly organized and validly existing as a limited liability company Delaware corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full corporate power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust (or with the Eligible Lender Trustee on behalf of the Trust) and the Depositor has duly authorized such sale and assignment and deposit to the Trust (or to the Eligible Lender Trustee on behalf of the Trust) by all necessary corporate action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary limited liability company corporate action. (dc) The Depositor has duly executed and delivered this Agreement, and this This Agreement constitutes a legal, valid and binding obligation of the Depositor, Depositor enforceable against the Depositor, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors' rights generally and subject to general principles of equity. (ed) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of timetime or both) a default under, the certificate of formation incorporation or limited liability company agreement by-laws of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (ge) The Depositor has not registered with agrees for the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties benefit of the Depositor in Section 3.02 Noteholders and of the Sale Certificateholders that it will comply with each of the requirements set forth in Article IX, X, and Servicing Agreement are true XII of its Certificate of Incorporation and correctwith each of the undertakings set forth in Annex I hereto.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Trustee thatand the Certificate Insurer that as of the date of this Agreement or as of such date specifically provided herein: (a) The Depositor is a corporation duly organized and organized, validly existing as a limited liability company and in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified has the corporate power and authority to do business as a foreign limited liability company in good standing convey the Mortgage Loans and has obtained all necessary licenses to execute, deliver and approvals in all jurisdictions in which perform, and to enter into and consummate the ownership or lease of its property or the conduct of its business shall require such qualifications.transactions contemplated by, this Agreement; (c) The This Agreement has been duly and validly authorized, executed and delivered by the Depositor, all requisite corporate action having been taken, and, assuming the due authorization, execution and delivery hereof by the Servicer and the Trustee, constitutes or will constitute the legal, valid and binding agreement of the Depositor, enforceable against the Depositor has the power and authority to execute and deliver this Agreement and to carry out in accordance with its terms; , except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the Depositor has full power rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); (d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and or court is required for the execution, delivery and performance of this Agreement have been duly authorized or compliance by the Depositor by all necessary limited liability company action. (d) The Depositor has duly executed and delivered this Agreement, and with this Agreement constitutes a legal, valid and binding obligation or the consummation by the Depositor of any of the Depositortransactions contemplated hereby, enforceable against except as have been made on or prior to the Depositor, in accordance with its terms.Closing Date; (e) The None of the execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and hereby or thereby, 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 or results or will result in a breach of, or constitutes or will constitute (with or without notice or lapse of time) a default under, or results or will result in an acceleration under (A) the certificate of formation charter or limited liability company agreement bylaws of the Depositor, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or other instrument to which the Depositor or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound; nor (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 Depositor’s knowledgeregulation, any order, rule judgment or regulation decree applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality authority having jurisdiction over the Depositor or its properties.subsidiaries; or (iii) results in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans; (f) There are no actions, suits or proceedings before or against or investigations pending of, the Depositor pending, or threatened to the knowledge of the Depositor, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreementtribunal, (ii) seeking to prevent the consummation and no notice of any of such action, which, in the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that Depositor's reasonable judgment, might materially and adversely affect the performance by the Depositor of its obligations underunder this Agreement, or the validity or enforceability of, of this Agreement.; and (g) The Depositor has is not registered in default with the Commission as an investment company under the Investment Company Act respect to any order or decree of 1940any court or any order, as amended (the “Investment Company Act”)regulation or demand of any federal, andstate, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Actmunicipal or governmental agency that may materially and adversely affect its performance hereunder. (h) Immediately prior to the transfer and assignment by the Depositor to the Trustee, the Depositor had good title to, and was the sole owner of each Mortgage Loan, free of any interest of any other Person, and the Depositor has transferred all right, title and interest in each Mortgage Loan to the Trustee. The representations transfer of the Mortgage Note and warranties the Mortgage as and in the manner contemplated by this Agreement is sufficient either (i) fully to transfer to the Trustee, for the benefit of the Certificateholders and the Certificate Insurer, all right, title, and interest of the Depositor thereto as note holder and mortgagee or (ii) to grant to the Trustee, for the benefit of the Certificateholders and the Certificate Insurer, the security interest referred to in Section 3.02 2.10 hereof. The Mortgage has been duly assigned and the Mortgage Note has been duly endorsed. The Assignment of Mortgage delivered to the Trustee pursuant to Section 2.05(a)(iv) is in recordable form and is acceptable for recording under the laws of the Sale applicable jurisdiction. The endorsement of the Mortgage Note, the delivery to the Trustee of the endorsed Mortgage Note, and Servicing Agreement such Assignment of Mortgage, and the delivery of such Assignment of Mortgage for recording to, and the due recording of such Assignment of Mortgage in, the appropriate public recording office in the jurisdiction in which the Mortgaged Property is located are true sufficient to permit the Trustee to avail itself of all protection available under applicable law against the claims of any present or future creditors of the Depositor, and correctare sufficient to prevent any other sale, transfer, assignment, pledge, or hypothecation of the Mortgage Note and Mortgage by the Depositor from being enforceable. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.02 shall survive delivery of the respective Mortgage Files to the Trustee or to a custodian, as the case may be, and shall inure to the benefit of the Trustee and the Certificate Insurer.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee Trustee, the Holders of Notes and the Certificateholders, that, as of the Closing Date: (a) The Depositor is duly organized formed and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust Issuer and the Depositor has duly authorized such sale and assignment and deposit to the Trust Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary limited liability company action. (d) The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, Depositor in accordance with its terms. (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 limited liability company agreement of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable Applicable Law to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality Governmental Authority having jurisdiction over the Depositor or its properties. (f) There are no proceedings Proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality Governmental Authority having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and could adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (g) The Depositor has not registered with the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties of the Depositor in Section 3.02 of the Sale and Servicing Agreement are true and correct.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Trustee thatand the Certificate Insurer that as of the date of this Agreement or as of such date specifically provided herein: (a) The Depositor is a corporation duly organized and organized, validly existing as a limited liability company and in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified has the corporate power and authority to do business as a foreign limited liability company in good standing convey the Mortgage Loans and has obtained all necessary licenses to execute, deliver and approvals in all jurisdictions in which perform, and to enter into and consummate the ownership or lease of its property or the conduct of its business shall require such qualifications.transactions contemplated by, this Agreement; (c) The This Agreement has been duly and validly authorized, executed and delivered by the Depositor, all requisite corporate action having been taken, and, assuming the due authorization, execution and delivery hereof by the Servicer and the Trustee, constitutes or will constitute the legal, valid and binding agreement of the Depositor, enforceable against the Depositor has the power and authority to execute and deliver this Agreement and to carry out in accordance with its terms; , except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the Depositor has full power rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); (d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and or court is required for the execution, delivery and performance of this Agreement have been duly authorized or compliance by the Depositor by all necessary limited liability company action. (d) The Depositor has duly executed and delivered this Agreement, and with this Agreement constitutes a legal, valid and binding obligation or the consummation by the Depositor of any of the Depositortransactions contemplated hereby, enforceable against except as have been made on or prior to the Depositor, in accordance with its terms.Closing Date; (e) The None of the execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and hereby or thereby, 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 or results or will result in a breach of, or constitutes or will constitute (with or without notice or lapse of time) a default under, or results or will result in an acceleration under (A) the certificate of formation charter or limited liability company agreement bylaws of the Depositor, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or other instrument to which the Depositor or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound; nor (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 Depositor’s knowledgeregulation, any order, rule judgment or regulation decree applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality authority having jurisdiction over the Depositor or its properties.subsidiaries; or (iii) results in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans; (f) There are no actions, suits or proceedings before or against or investigations pending of, the Depositor pending, or threatened to the knowledge of the Depositor, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreementtribunal, (ii) seeking to prevent the consummation and no notice of any of such action, which, in the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that Depositor's reasonable judgment, might materially and adversely affect the performance by the Depositor of its obligations underunder this Agreement, or the validity or enforceability of, of this Agreement.; and (g) The Depositor has is not registered in default with the Commission as an investment company under the Investment Company Act respect to any order or decree of 1940any court or any order, as amended (the “Investment Company Act”)regulation or demand of any federal, andstate, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Actmunicipal or governmental agency that may materially and adversely affect its performance hereunder. (h) Immediately prior to the transfer and assignment by the Depositor to the Trustee, the Depositor had good title to, and was the sole owner of each Mortgage Loan, free of any interest of any other Person, and the Depositor has transferred all right, title and interest in each Mortgage Loan to the Trustee. The representations transfer of the Mortgage Note and warranties the Mortgage as and in the manner contemplated by this Agreement is sufficient either (i) fully to transfer to the Trustee, for the benefit of the Certificateholders and the Certificate Insurer, all right, title, and interest of the Depositor thereto as note holder and mortgagee or (ii) to grant to the Trustee, for the benefit of the Certificateholders and the Certificate Insurer, the security interest referred to in Section 3.02 2.10 hereof. The Mortgage has been duly assigned and the Mortgage Note has been duly endorsed. The assignment of Mortgage delivered to the Trustee pursuant to Section 2.05(a)(iv) is in recordable form and is acceptable for recording under the laws of the Sale applicable jurisdiction. The endorsement of the Mortgage Note, the delivery to the Trustee of the endorsed Mortgage Note, and Servicing Agreement such assignment of Mortgage, and the delivery of such assignment of Mortgage for recording to, and the due recording of such assignment of Mortgage in, the appropriate public recording office in the jurisdiction in which the Mortgaged Property is located are true sufficient to permit the Trustee to avail itself of all protection available under applicable law against the claims of any present or future creditors of the Depositor, and correctare sufficient to prevent any other sale, transfer, assignment, pledge, or hypothecation of the Mortgage Note and Mortgage by the Depositor from being enforceable. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.02 shall survive delivery of the respective Mortgage Files to the Trustee or to a custodian, as the case may be, and shall inure to the benefit of the Trustee and the Certificate Insurer.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary limited liability company corporate action. (d) The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors' rights generally or by general equitable principles. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation or limited liability company agreement articles and bylaws of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or or, to the knowledge of the Depositor, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (g) The Depositor has not registered with the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties of the Depositor in Section 3.02 of the Sale and Servicing Agreement are true and correct.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell transfer and assign the property to be sold transferred and assigned to and deposited with the Trust and the Depositor 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 have been duly authorized by the Depositor by all necessary limited liability company corporate action. (d) The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms. (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 limited liability company agreement the by-laws of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (g) The Depositor has not registered with the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties of the Depositor in Section 3.02 of the Sale and Servicing Agreement are true and correct.

Representations, Warranties and Covenants of the Depositor. (a) The Depositor hereby represents and warrants to the Owner Servicer, the Special Servicer, the Master Servicer, the Securities Administrator, the NIMs Insurer and the Trustee thatas follows, as of the date hereof: (ai) The Depositor is duly organized and is validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with Delaware and has full power and authority (corporate and other) necessary to own or hold its properties and to conduct its business as such properties are currently owned now conducted by it and such business is presently conductedto enter into and perform its obligations under this Agreement and the Sale Agreement. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (cii) The Depositor has the full corporate power and authority to execute execute, deliver and deliver perform, and to enter into and consummate the transactions contemplated by, this Agreement and to carry out its terms; the Depositor has full power Sale Agreement and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust authorized, by all necessary action; and corporate action on its part, the execution, delivery and performance of this Agreement have been duly authorized by and the Depositor by all necessary limited liability company action. (d) The Depositor has duly executed and delivered this Sale Agreement, ; and this Agreement and the Sale Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, Depositor in accordance with its terms, subject, as to enforceability, to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and (ii) general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (eiii) The execution and delivery of this Agreement and the Sale Agreement by the Depositor, the consummation of the transactions contemplated by this Agreement and the Sale Agreement, and the fulfillment of or compliance with the terms hereof do are in the ordinary course of business of the Depositor and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Depositor or (B) materially conflict with, result in any breach of any of the terms and provisions a violation or acceleration of, or constitute (with or without notice or lapse of time) result in a material default under, the certificate terms of formation or limited liability company agreement of the Depositor, or any indenture, other material agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation may be bound or imposition (C) constitute a material violation of any Lien upon any of its properties pursuant to the terms of any such indenturestatute, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule order or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality body having jurisdiction over the Depositor; and the Depositor is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Depositor's ability to perform or meet any of its properties (i) asserting the invalidity of obligations under this Agreement. (iv) No litigation is pending, (ii) seeking or, to prevent the consummation of any best of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling Depositor's knowledge, threatened, against the Depositor that might would materially and adversely affect the execution, delivery or enforceability of this Agreement and the Sale Agreement or the ability of the Depositor to perform its obligations under this Agreement and the Sale Agreement in accordance with the terms hereof. (v) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Depositor of its obligations underof, or compliance by the validity or enforceability ofDepositor with, this AgreementAgreement and the Sale Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Depositor has obtained the same. The Depositor hereby represents and warrants to the Trustee with respect to each Mortgage Loan as of the Closing Date and following the transfer of the Mortgage Loans to it by the Seller, the Depositor had good title to the Mortgage Loans and the Mortgage Notes were subject to no offsets, claims, liens, mortgage, pledge, charge, security interest, defenses or counterclaims. (g) The Depositor has not registered with the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (hb) The representations and warranties of the Seller with respect to the Mortgage Loans contained in the Sale Agreement were 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 a representation or warranty of the Seller under the Sale Agreement, the only right or remedy of the Trustee, the NIMs Insurer or of any Certificateholder shall be the Trustee's right to enforce the obligations of the Seller under such applicable representation or warranty made by it. The Trustee acknowledges that the Depositor shall have no obligation or liability with respect to any breach of any representation or warranty with respect to the Mortgage Loans (except as set forth in Section 3.02 2.03(a)(v)) under any circumstances. (c) Upon discovery by any of the Depositor, the Master Servicer, the Securities Administrator, the Servicer, the Special Servicer, the NIMs Insurer or the Trustee of a breach of any of such representations and warranties that adversely and materially affects the value of the related Mortgage Loan, Prepayment Charges or the interests of the Certificateholders, the party discovering such breach shall give prompt written notice to the other parties. Within 90 days of the discovery of such breach of any representation or warranty, the Seller shall either (a) cure such breach in all material respects, (b) repurchase such Mortgage Loan or any property acquired in respect thereof from the Trustee at the Purchase Price or (c) within the two year period following the Closing Date, substitute a Replacement Mortgage Loan for the affected Mortgage Loan. In the event of discovery of a breach of any representation and warranty of the Seller, the Trustee shall enforce its rights under the Sale Agreement for the benefit of Certificateholders and the NIMs Insurer. If a breach of the representations and warranties set forth in the Sale Agreement exists solely due to the unenforceability of a Prepayment Charge, the Trustee shall notify the NIMs Insurer thereof and not seek to enforce the repurchase remedy provided for herein unless directed in writing to do so by the NIMs Insurer. In the event of a breach of the representations and warranties with respect to the Mortgage Loans set forth in the Sale Agreement, the Trustee shall, at the request of the NIMs Insurer, enforce the right of the Trust Fund and the NIMs Insurer to be indemnified for such breach of representation and warranty. In the event that such breach relates solely to the unenforceability of a Prepayment Charge, amounts received in respect of such indemnity up to the amount of such Prepayment Charge shall be distributed pursuant to Section 4.04(b)(i). As provided in the Sale Agreement, if the Seller substitutes for a Mortgage Loan for which there is a breach of any representations and warranties in the Sale Agreement which adversely and materially affects the value of such Mortgage Loan and such substitute mortgage loan is not a Replacement Mortgage Loan, under the terms of the Sale Agreement, the Seller will, in exchange for such substitute Mortgage Loan, (i) provide the applicable Purchase Price for the affected Mortgage Loan or (ii) within two years of the Closing Date, substitute such affected Mortgage Loan with a Replacement Mortgage Loan. Any such substitution shall not be effected prior to the additional delivery to the Trustee or the Custodian on its behalf of a Request for Release substantially in the form of Exhibit I and Servicing shall not be effected unless it is within two years of the Startup Day. As provided in the Sale Agreement, the Seller indemnifies and holds the Trust Fund, the Trustee, the Depositor, the NIMs Insurer, the Master Servicer, the Securities Administrator, the Servicer and each Certificateholder harmless against any and all taxes, claims, losses, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses that the Trust Fund, the Trustee, the Depositor, the NIMs Insurer, the Master Servicer, the Securities Administrator, the Servicer and any Certificateholder may sustain in connection with any actions of the Seller relating to a repurchase of a Mortgage Loan other than in compliance with the terms of this Section 2.03 and the Sale Agreement, to the extent that any such action causes (i) any federal or state tax to be imposed on the Trust Fund or any REMIC provided for herein, including without limitation, any federal tax imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on "contributions after the startup day" under Section 860G(d)(1) of the Code, or (ii) any REMIC created hereunder to fail to qualify as a REMIC at any time that any Certificate is outstanding. In furtherance of the foregoing, if the Seller is not a member of MERS and repurchases a Mortgage Loan which is registered on the MERS System, the Seller, at its own expense and without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in recordable form to transfer the Mortgage from MERS to the Seller and shall cause such Mortgage to be removed from registration on the MERS System in accordance with MERS' rules and regulations. With respect to any Mortgage Loan repurchased by the Depositor pursuant to this Agreement, by the Seller pursuant to the Sale Agreement, the principal portion of the funds received by the Servicer in respect of such repurchase of a Mortgage Loan will be considered a Principal Prepayment and shall be deposited by the Servicer in the Collection Account pursuant to Section 3.05 and the Servicer shall notify the Securities Administrator of its receipt of the same. The Trustee or the Custodian on its behalf, upon receipt of notice from the Servicer of its receipt of the full amount of the Purchase Price for a Deleted Mortgage Loan, or upon receipt of the Mortgage File for a Replacement Mortgage Loan substituted for a Deleted Mortgage Loan, shall release or cause to be released and reassign to the Depositor or the Seller, as applicable, the related Mortgage File for the Deleted Mortgage Loan and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be necessary to vest in such party or its designee or assignee title to any Deleted Mortgage Loan released pursuant hereto, free and clear of all security interests, liens and other encumbrances created by this Agreement, which instruments shall be prepared by the Trustee (or the custodian on its behalf), and neither the Trustee, the Custodian on its behalf nor the Securities Administrator shall have any further responsibility with respect to the Mortgage File relating to such Deleted Mortgage Loan. With respect to each Replacement Mortgage Loan to be delivered to the Trustee (or the custodian on its behalf) pursuant to the terms of this Article II in exchange for a Deleted Mortgage Loan: (i) the Depositor or the Seller, as applicable, must deliver to the Trustee (or the custodian on its behalf) the Mortgage File for the Replacement Mortgage Loan containing the documents set forth in Section 2.01 along with a written certification certifying as to the delivery of such Mortgage File and containing the granting language set forth in Section 2.01; and (ii) the Depositor will be deemed to have made, with respect to such Replacement Mortgage Loan, each of the representations and warranties made by it with respect to the related Deleted Mortgage Loan. The Trustee (or the custodian on its behalf) shall review the Mortgage File with respect to each Replacement Mortgage Loan and certify to the NIMs Insurer and the Depositor that all documents required by Section 2.01 have been executed and received. For any month in which the Seller substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the Seller will determine the amount (if any) by which the aggregate principal balance of all such Replacement Mortgage Loans as of the date of substitution and the aggregate Prepayment Charges with respect to such Replacement Mortgage Loans is less than the aggregate Stated Principal Balance (after application of the principal portion of the Scheduled Payment due in the month of substitution) and aggregate Prepayment Charges of all such Deleted Mortgage Loans. An amount equal to the aggregate of the deficiencies described in the preceding sentence (such amount, the "Substitution Adjustment Amount") plus an amount equal to any unreimbursed costs, penalties and/or damages incurred by the Trust Fund in connection with any violation relating to such Deleted Mortgage Loan of any predatory or abusive lending law shall be remitted by the Seller to the Servicer for deposit into the Collection Account on the Determination Date for the Distribution Date relating to the Prepayment Period during which the related Mortgage Loan became required to be purchased or replaced hereunder. Notwithstanding any other provision of this Agreement, the right to substitute Mortgage Loans pursuant to this Article II shall be subject to the additional limitations that no substitution of a Replacement Mortgage Loan for a Deleted Mortgage Loan shall be made unless the Trustee, the NIMs Insurer and the Securities Administrator shall each have received an Opinion of Counsel (at the expense of the party seeking to make the substitution) that, under current law, such substitution will not (A) affect adversely the status of any REMIC established hereunder as a REMIC, or of the related "regular interests" as "regular interests" in any such REMIC, or (B) cause any such REMIC to engage in a "prohibited transaction" or prohibited contribution pursuant to the REMIC Provisions. The Trustee or the Custodian on its behalf shall cause the Mortgage Loan Schedule to be amended in accordance with the terms of this Agreement. The Seller shall give or cause to be given written notice to the Certificateholders and the NIMs Insurer that such substitution has taken place, shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement are true and correctthe substitution of the Replacement Mortgage Loan or Replacement Mortgage Loans and shall deliver a copy of such amended Mortgage Loan Schedule to the NIMs Insurer, the Servicer, the Special Servicer, the Master Servicer, the Securities Administrator and the Trustee. Upon such substitution by the Seller, such Replacement Mortgage Loan or Replacement Mortgage Loans shall constitute part of the Mortgage Pool and shall be subject in all respects to the terms of this Agreement and the Sale Agreement, including all applicable representations and warranties thereof included in the Sale Agreement as of the date of substitution. (d) It is understood and agreed that the representations, warranties and indemnification (i) set forth in this Section 2.03 and (ii) of the Seller and the Depositor set forth in the Sale Agreement and assigned to the Trustee by the Depositor hereunder shall each survive delivery of the Mortgage Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee or the Custodian on its behalf and shall continue throughout the term of this Agreement. (e) The Depositor shall deliver a copy of the Mortgage Loan Schedule to the Servicer on the Closing Date.

Representations, Warranties and Covenants of the Depositor. (a) The Depositor hereby represents and warrants to the Owner Subservicer and the Trustee thatas follows, as of the date hereof: (ai) The Depositor is duly organized and is validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with Delaware and has full power and authority (corporate and other) necessary to own or hold its properties and to conduct its business as such properties are currently owned now conducted by it and such business is presently conductedto enter into and perform its obligations under this Agreement. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (cii) The Depositor has the full corporate power and authority to execute execute, deliver and deliver perform, and to enter into and consummate the transactions contemplated by, this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust authorized, by all necessary action; and corporate action on its part, the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary limited liability company action. (d) The Depositor has duly executed Agreement; and delivered this Agreement, assuming the due authorization, execution and this Agreement delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, Depositor in accordance with its terms, subject, as to enforceability, to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and (ii) general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (eiii) The execution and delivery of this Agreement by the Depositor, the consummation of the transactions contemplated by this Agreement Agreement, and the fulfillment of or compliance with the terms hereof do are in the ordinary course of business of the Depositor and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Depositor or (B) materially conflict with, result in any breach of any of the terms and provisions a violation or acceleration of, or constitute (with or without notice or lapse of time) result in a material default under, the certificate terms of formation or limited liability company agreement of the Depositor, or any indenture, other material agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation may be bound or imposition (C) constitute a material violation of any Lien upon any of its properties pursuant to the terms of any such indenturestatute, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule order or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality body having jurisdiction over the Depositor; and the Depositor is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Depositor's ability to perform or meet any of its properties (i) asserting the invalidity of obligations under this Agreement. (iv) No litigation is pending, (ii) seeking or, to prevent the consummation of any best of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling Depositor's knowledge, threatened, against the Depositor that might would materially and adversely affect the execution, delivery or enforceability of this Agreement or the ability of the Depositor to perform its obligations under this Agreement in accordance with the terms hereof. (v) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Depositor of its obligations underof, or compliance by the validity or enforceability ofDepositor with, this Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Depositor has obtained the same. The Depositor hereby represents and warrants to the Trustee with respect to each Mortgage Loan as of the Closing Date, and following the transfer of the Mortgage Loans to it by the Seller, the Depositor had good title to the Mortgage Loans and the Mortgage Notes were subject to no offsets, claims, defenses or counterclaims. (vi) The Depositor hereby represents and warrants to the Trustee for the benefit of the Certificateholders that on the Closing Date it has entered into the Sale Agreement with the Seller, that the Seller has made the following representations and warranties with respect to each Mortgage Loan in such Sale Agreement as of the Closing Date, which representations and warranties run to and are for the benefit of the Depositor and the Trustee for the benefit of the Certificateholders, and as to which the Depositor has assigned to the Trustee for the benefit of the Certificateholders, pursuant to Section 2.01 hereof, the right to cause the Seller to repurchase a Mortgage Loan as to which there has occurred an uncured breach of representations and warranties in accordance with the provisions of the Sale Agreement. (g1) The Depositor has not registered with the Commission as Seller is an investment company under the Investment Company Act approved seller of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated conventional mortgage loans for FNMA or FHLMC and is a mortgagee approved by the Basic Documents, Secretary of Housing and Urban Development pursuant to sections 203 and 211 of the Depositor will not have registered with the Commission as an investment company under the Investment Company National Housing Act. (h2) The representations information set forth on the Mortgage Loan Schedule is true and warranties correct in all material respects as of the Depositor in Section 3.02 Closing Date. (3) The Seller will treat the transfer of the Sale Mortgage Loans to the Depositor as a sale of the Mortgage Loans for all accounting and Servicing Agreement tax purposes. (4) No Mortgage Loan is more than 59 days delinquent in payment of principal and interest, and no more than 1.24% of the Mortgage Loans are true 30-59 days delinquent in the payment of principal and correctinterest.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Trustee thatas follows: (a) The Depositor is duly organized and validly existing as a Delaware limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; terms; the Depositor has full the power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust or Trustee and the Depositor has duly authorized such sale and assignment and deposit to the Trust or Trustee by all necessary action; action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary limited liability company action. (dc) The Depositor has duly executed and delivered this Agreement, and this This Agreement constitutes a legal, valid and binding obligation of the Depositor, Depositor enforceable against the Depositor, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors’ rights generally and subject to general principles of equity. (ed) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of timetime or both) a default under, the certificate Certificate of formation Formation or limited liability company agreement Operating Agreement of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; 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); Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal Federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (fe) There are no proceedings or investigations pending or threatened before any courtThe Depositor agrees, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over for the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any benefit of the transactions contemplated by this Agreement Noteholders and the Excess Distribution Certificateholder, that it will comply with each of the requirements set forth in its Certificate of Formation or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Operating Agreement. (gf) The Depositor has not registered with is authorized and directed to execute on behalf of the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”)Trust, and, after giving effect execution, to deliver to the transactions contemplated Administrator for filing with the Commission, all documents and forms required to be filed in accordance with applicable law or the rules and regulations prescribed by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company ActCommission. (h) The representations and warranties of the Depositor in Section 3.02 of the Sale and Servicing Agreement are true and correct.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Trustee thatother parties hereto and the Securityholders that as of the Closing Date and as of each Transfer Date: (a) The Depositor is a corporation duly organized and organized, validly existing as a limited liability company and in good standing under the laws of the State jurisdiction of Delawareits organization and has, with and had at all relevant times, full power and authority to own its properties and property, to conduct carry on its business as such properties are currently owned conducted, to enter into and such business perform its obligations under each Basic Document to which it is presently conducted.a party; (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing execution and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by of each Basic Document to which the Depositor is a party and its performance of and compliance with all necessary limited liability company action. (d) The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do thereof will not conflict with, result in any breach of any of violate the terms and provisions of, Depositor’s organizational documents 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 breach or limited liability company agreement of the Depositoracceleration of, or any indenturematerial contract, agreement or other instrument to which the Depositor is a party or which are applicable to the Depositor or any of its assets; (c) The Depositor has the full power and authority to enter into and consummate the transactions contemplated by each Basic Document to which the Depositor is a party, has duly authorized the execution, delivery and performance of each Basic Document to which it is bounda party and has duly executed and delivered each Basic Document to which it is a party; nor result each Basic Document to which it is a party, assuming due authorization, execution and delivery by the other party or parties thereto, constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the creation terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or imposition other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); (d) The Depositor is not in violation of, and the execution and delivery by the Depositor of each Basic Document to which the Depositor is a party and its performance and compliance with the terms of each Basic Document to which the Depositor is a party will not constitute a violation with respect to, any order or decree of any Lien upon court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or any of its properties pursuant to or materially and adversely affect the terms performance of any such indentureof its duties hereunder; (e) There are no actions or proceedings against, agreement or other instrument (other than pursuant investigations of, the Depositor currently pending with regard to which the Basic Documents); nor violate any law orDepositor has received service of process and no action or proceeding against, or investigation of, the Depositor is, to the best knowledge of the Depositor’s knowledge, threatened or otherwise pending before any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory bodycourt, administrative agency or other governmental instrumentality having jurisdiction over tribunal (A) that if determined adversely to the Depositor Depositor, would have a reasonable possibility of prohibiting or preventing its properties. (f) There are no proceedings entering into any of the Basic Documents to which it is a party or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over render the Depositor or its properties (i) asserting the invalidity of this AgreementSecurities invalid, (iiB) seeking that seeks to prevent the issuance of the Securities or the consummation of any of the transactions contemplated by this Agreement any of the Basic Documents to which it is a party, (C) that if determined adversely to the Depositor, would reasonably be expected to prohibit or (iii) seeking any determination or ruling that might materially and adversely affect (i) the sale of the Loans to the Issuer, (ii) the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement.any of the Basic Documents to which it is a party, (iii) the Securities, or (D) as to which there is a reasonable possibility of an adverse determination of such action, proceeding or investigation that would affect the satisfaction by the Loan Originator of the Financial Covenants; (f) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Depositor of, or compliance by the Depositor with, any of the Basic Documents to which the Depositor is a party or the Securities, or for the consummation of the transactions contemplated by any of the Basic Documents to which the Depositor is a party, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to such date; (g) The Depositor is solvent, is able to pay its debts as they become due and has capital sufficient to carry on its business and its obligations hereunder; it will not registered be rendered insolvent by the execution and delivery of any of the Basic Documents to which it is a party or the assumption of any of its obligations thereunder; no petition of bankruptcy (or similar insolvency proceeding) has been filed by or against the Depositor; (h) The Depositor did not transfer the Loans sold thereon by the Depositor to the Trust with any intent to hinder, delay or defraud any of its creditors; nor will the Depositor be rendered insolvent as a result of such sale; (i) The Depositor had good title to, and was the sole owner of, each Loan sold thereon by the Depositor free and clear of any lien other than any such lien released simultaneously with the Commission sale contemplated herein, and, immediately upon each transfer and assignment herein contemplated, the Depositor will have delivered to the Trust good title to, and the Trust will be the sole owner of, each Loan transferred by the Depositor thereon free and clear of any lien; (j) The Depositor acquired title to each of the Loans sold thereon by the Depositor in good faith, without notice of any adverse claim; (k) None of the Basic Documents to which the Depositor is a party, nor any Officer’s Certificate, statement, report or other document prepared by the Depositor and furnished or to be furnished by it pursuant to any of the Basic Documents to which it is a party or in connection with the transactions contemplated thereby contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading; (l) The Depositor is not required to be registered as an “investment company company,” under the Investment Company Act of 1940, as amended amended; (m) The transfer, assignment and conveyance of the “Investment Company Act”), and, after giving effect Loans by the Depositor thereon pursuant to this Agreement is not subject to the transactions contemplated bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction; (n) The Depositor’s principal place of business and chief executive offices are located at Irvine, California or at such other address as shall be designated by such party in a written notice to the Basic Documents, other parties hereto; (o) The Depositor covenants that during the Depositor continuance of this Agreement it will not have registered comply in all respects with the Commission as an investment company under the Investment Company Act.provisions of its organizational documents in effect from time to time; and (hp) The representations and warranties of the Depositor set forth in Section 3.02 of the Sale (h), (i), (j) and Servicing Agreement are (m) above were true and correctcorrect (with respect to the applicable QSPE Affiliate) with respect to each Loan transferred to the Trust by any QSPE Affiliate at the time such Loan was transferred to a QSPE Affiliate.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Trustee thatIndenture Trustee, the Issuer, the Swap Provider, the Sponsor and the Servicer that as of the date of this Agreement or as of such date specifically provided herein: (a) The Depositor is a Maryland real estate investment trust duly organized and organized, validly existing as a limited liability company and in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conductedMaryland. (b) The Depositor is duly qualified has the trust power and authority to do business as a foreign limited liability company in good standing convey the Mortgage Loans and has obtained all necessary licenses to execute, deliver and approvals in all jurisdictions in which perform, and to enter into and consummate the ownership or lease of its property or the conduct of its business shall require such qualificationstransactions contemplated by this Agreement. (c) The This Agreement has been duly and validly authorized, executed and delivered by the Depositor, all requisite corporate action having been taken, and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute the legal, valid and binding agreement of the Depositor, enforceable against the Depositor has the power and authority to execute and deliver this Agreement and to carry out in accordance with its terms; , except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the Depositor has full power rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law). (d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and or court is required for the execution, delivery and performance of this Agreement have been duly authorized or compliance by the Depositor by all necessary limited liability company action. (d) The Depositor has duly executed and delivered this Agreement, and with this Agreement constitutes a legal, valid and binding obligation or the consummation by the Depositor of any of the Depositortransactions contemplated hereby, enforceable against except as have been made on or prior to the Depositor, in accordance with its termsClosing Date. (e) The None of the execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and hereby or thereby, 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 or results or will result in a breach of, or constitutes or will constitute (with or without notice or lapse of time) a default under, or results or will result in an acceleration under (A) the certificate of formation trust or limited liability company agreement bylaws of the Depositor, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or other instrument to which the Depositor or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound; nor (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 Depositor’s knowledgeregulation, any order, rule judgment or regulation decree applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality authority having jurisdiction over the Depositor or its propertiessubsidiaries; or (iii) results in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans. (f) There Except as set forth in the Prospectus Supplement under the heading “Risk Factors,” there are no actions, suits or proceedings before or against or investigations pending of, the Depositor pending, or threatened to the knowledge of the Depositor, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreementtribunal, (ii) seeking to prevent the consummation and no notice of any of such action, which, in the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that Depositor’s reasonable judgment, might materially and adversely affect the performance by the Depositor of its obligations underunder this Agreement, or the validity or enforceability of, of this Agreement. (g) The Depositor has is not registered in default with the Commission as an investment company under the Investment Company Act respect to any order or decree of 1940any court or any order, as amended (the “Investment Company Act”)regulation or demand of any federal, andstate, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Actmunicipal or governmental agency that may materially and adversely affect its performance hereunder. (h) The representations Depositor hereby covenants that it will file a federal income tax return for its taxable year ending December 31, 2004 on Internal Revenue Service Form 1120 REIT on which the Depositor elects to be taxed as a REIT. The Depositor hereby represents that it has been organized in conformity with the requirements for qualification for taxation as a REIT and hereby covenants that it at all times the Depositor owns Trust Certificates, either directly, or indirectly through one or more Qualified REIT Subsidiaries, will conduct its operations so as to qualify as a REIT. If, at any time the Depositor owns Trust Certificates, either directly, or indirectly through one or more Qualified REIT Subsidiaries, the Depositor determines that is has failed to qualify as a REIT, the Depositor shall, within 30 days of such discovery, notify the Indenture Trustee of such failure. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.06 shall survive delivery of the Depositor in Section 3.02 respective Indenture Trustee’s Mortgage Files to the Indenture Trustee and shall inure to the benefit of the Sale and Servicing Agreement are true and correctIndenture Trustee.

Representations, Warranties and Covenants of the Depositor. Mortgage Loan Seller's Repurchase of Mortgage Loans for Defects in Mortgage Files and Breaches of Representations and Warranties. (a) The Depositor hereby represents and warrants to the Owner Trustee that: (ai) The Depositor is a corporation duly organized and organized, validly existing as a limited liability company and in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by taken all necessary action; and corporate action to authorize the execution, delivery and performance of this Agreement have been duly authorized by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby, including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this Agreement; (ii) Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations of the Depositor by all necessary limited liability company action. (d) The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes a hereunder are the legal, valid and binding obligation obligations of the Depositor, enforceable against the Depositor, Depositor in accordance with its terms.the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (eiii) The consummation execution and delivery of the transactions contemplated by this Agreement and the fulfillment performance of its obligations hereunder by the terms hereof do Depositor will not conflict with any provisions of any law or regulations to which the Depositor is subject, or conflict with, result in any a breach of or constitute a default under any of the terms and terms, conditions or provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation incorporation or limited liability company agreement the by-laws of the Depositor, Depositor or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor , or any order or decree applicable to the Depositor, or result in the creation or imposition of any Lien upon lien on any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge's assets or property, any order, rule or regulation applicable to which would materially and adversely affect the ability of the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of carry out the transactions contemplated by this Agreement Agreement; the Depositor has obtained any consent, approval, authorization or order of any court or governmental agency or body required for the execution, delivery and performance by the Depositor of this Agreement; (iiiiv) seeking There is no action, suit or proceeding pending or, to the Depositor's knowledge, threatened against the Depositor in any determination court or ruling that might by or before any other governmental agency or instrumentality which would materially and adversely affect the performance by validity of the Mortgage Loans or the ability of the Depositor to carry out the transactions contemplated by this Agreement; and (v) The Depositor is the lawful owner of its obligations underthe Mortgage Loans with the full right to transfer the Mortgage Loans to the Trust and the Mortgage Loans have been validly transferred to the Trust. (b) If any Certificateholder, the Servicer, the Special Servicer or the Trustee discovers or receives notice of a Defect in any Mortgage File or a breach of any representation or warranty set forth in, or required to be made with respect to a Mortgage Loan by a Mortgage Loan Seller pursuant to, the validity related Mortgage Loan Purchase Agreement (a "Breach"), which Defect or enforceability ofBreach, as the case may be, materially and adversely affects the value of any Mortgage Loan or the interests of the Certificateholders therein, such Certificateholder, the Servicer, the Special Servicer or the Trustee, as applicable, shall give prompt written notice of such Defect or Breach, as the case may be, to the Depositor, the Servicer, the Special Servicer and the related Mortgage Loan Seller and shall request that such Mortgage Loan Seller, not later than the earlier of 90 days from such Mortgage Loan Seller's receipt of such notice or such Mortgage Loan Seller's discovery of such Breach, cure such Defect or Breach, as the case may be, in all material respects or repurchase the affected Mortgage Loan at the applicable Purchase Price or in conformity with the related Mortgage Loan Purchase Agreement. Any Defect or Breach which causes any Mortgage Loan not to be a "qualified mortgage" (within the meaning of Section 860G(a)(3) of the Code) shall be deemed to materially and adversely affect the interest of Certificateholders therein. If the affected Mortgage Loan is to be repurchased, the Trustee shall designate the Certificate Account as the account into which funds in the amount of the Purchase Price are to be deposited by wire transfer. (c) In connection with any repurchase of a Mortgage Loan contemplated by this Section 2.03, the Trustee, the Servicer and the Special Servicer shall each tender to the applicable Mortgage Loan Seller, upon delivery to each of the Trustee, the Servicer and the Special Servicer of a trust receipt executed by such Mortgage Loan Seller, all portions of the Mortgage File and other documents pertaining to such Mortgage Loan possessed by it, and each document that constitutes a part of the Mortgage File that was endorsed or assigned to the Trustee shall be endorsed or assigned, as the case may be, to such Mortgage Loan Seller in the same manner as provided in Section 3 of the related Mortgage Loan Purchase Agreement. (gd) The Depositor has not registered with Section 3 of each Mortgage Loan Purchase Agreement provides the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect sole remedy available to the transactions contemplated by Certificateholders, or the Basic DocumentsTrustee on behalf of the Certificateholders, the Depositor will not have registered with the Commission as an investment company under the Investment Company Actrespecting any Defect in a Mortgage File or any Breach of any representation or warranty set forth in or required to be made pursuant to Section 2 of such Mortgage Loan Purchase Agreement. (he) The representations Trustee and warranties the Special Servicer (in the case of Specially Serviced Mortgage Loans) shall, for the benefit of the Depositor in Certificateholders, enforce the obligations of each Mortgage Loan Seller under Section 3.02 3 of the Sale Mortgage Loan Purchase Agreements. Such enforcement, including, without limitation, the legal prosecution of claims, shall be carried out in such form, to such extent and Servicing Agreement at such time as the Trustee or the Special Servicer, as the case may be, would require were it, in its individual capacity, the owner of the affected Mortgage Loan(s). The Trustee and the Special Servicer, as the case maybe, shall be reimbursed for the reasonable costs of such enforcement: first, from a specific recovery of costs, expenses or attorneys' fees against the applicable Mortgage Loan Seller; second, pursuant to Section 3.05(a)(vii) out of the related Purchase Price, to the extent that such expenses are true a specific component thereof; and correctthird, if at the conclusion of such enforcement action it is determined that the amounts described in clauses first and second are insufficient, then pursuant to Section 3.05(a)(viii) out of general collections on the Mortgage Loans on deposit in the Certificate Account.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Trustee thatother parties hereto and the Securityholders that as of the Closing Date and as of each Transfer Date: (a) The Depositor is a corporation duly organized and organized, validly existing as a limited liability company and in good standing under the laws of the State jurisdiction of Delawareits organization and has, with and had at all relevant times, full power and authority to own its properties and property, to conduct carry on its business as such properties are currently owned conducted, to enter into and such business perform its obligations under each Basic Document to which it is presently conducted.a party; (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing execution and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by of each Basic Document to which the Depositor is a party and its performance of and compliance with all necessary limited liability company action. (d) The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do thereof will not conflict with, result in any breach of any of violate the terms and provisions of, Depositor’s organizational documents 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 breach or limited liability company agreement of the Depositoracceleration of, or any indenturematerial contract, agreement or other instrument to which the Depositor is a party or which are applicable to the Depositor or any of its assets; (c) The Depositor has the full power and authority to enter into and consummate the transactions contemplated by each Basic Document to which the Depositor is a party, has duly authorized the execution, delivery and performance of each Basic Document to which it is bounda party and has duly executed and delivered each Basic Document to which it is a party; nor result each Basic Document to which it is a party, assuming due authorization, execution and delivery by the other party or parties thereto, constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the creation terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or imposition other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); (d) The Depositor is not in violation of, and the execution and delivery by the Depositor of each Basic Document to which the Depositor is a party and its performance and compliance with the terms of each Basic Document to which the Depositor is a party will not constitute a violation with respect to, any order or decree of any Lien upon court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or any of its properties pursuant to or materially and adversely affect the terms performance of any such indentureof its duties hereunder; (e) There are no actions or proceedings against, agreement or other instrument (other than pursuant investigations of, the Depositor currently pending with regard to which the Basic Documents); nor violate any law orDepositor has received service of process and no action or proceeding against, or investigation of, the Depositor is, to the best knowledge of the Depositor’s knowledge, threatened or otherwise pending before any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory bodycourt, administrative agency or other governmental instrumentality having jurisdiction over tribunal that (A) if determined adversely to the Depositor Depositor, have a reasonable possibility of prohibiting or preventing its properties. (f) There are no proceedings entering into any of the Basic Documents to which it is a party or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over render the Depositor or its properties (i) asserting the invalidity of this AgreementSecurities invalid, (iiB) seeking seek to prevent the issuance of the Securities or the consummation of any of the transactions contemplated by this Agreement any of the Basic Documents to which it is a party or (iiiC) seeking any determination if determined adversely to the Depositor, would prohibit or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, any of the Basic Documents to which it is a party or the Securities, provided, however, that insofar as this Agreement.representation relates to the Loan Originator’s satisfaction of its financial covenants, there is also a reasonable possibility of an adverse determination of such action, proceeding or investigation having such effect; (f) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Depositor of, or compliance by the Depositor with, any of the Basic Documents to which the Depositor is a party or the Securities, or for the consummation of the transactions contemplated by any of the Basic Documents to which the Depositor is a party, except for such consents, approvals, authorizations and orders, if any, that have been obtained prior to such date; (g) The Depositor is solvent, is able to pay its debts as they become due and has capital sufficient to carry on its business and its obligations hereunder; it will not registered be rendered insolvent by the execution and delivery of any of the Basic Documents to which it is a party or the assumption of any of its obligations thereunder; no petition of bankruptcy (or similar insolvency proceeding) has been filed by or against the Depositor; (h) The Depositor did not transfer the Loans sold thereon by the Depositor to the Trust with any intent to hinder, delay or defraud any of its creditors; nor will the Depositor be rendered insolvent as a result of such sale; (i) The Depositor had good title to, and was the sole owner of, each Loan sold thereon by the Depositor free and clear of any lien other than any such lien released simultaneously with the Commission sale contemplated herein, and, immediately upon each transfer and assignment herein contemplated, the Depositor will have delivered to the Trust good title to, and the Trust will be the sole owner of, each Loan transferred by the Depositor thereon free and clear of any lien; (j) The Depositor acquired title to each of the Loans sold thereon by the Depositor in good faith, without notice of any adverse claim; (k) None of the Basic Documents to which the Depositor is a party, nor any Officer’s Certificate, statement, report or other document prepared by the Depositor and furnished or to be furnished by it pursuant to any of the Basic Documents to which it is a party or in connection with the transactions contemplated thereby contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading; (l) The Depositor is not required to be registered as an “investment company company,” under the Investment Company Act of 1940, as amended amended; (m) The transfer, assignment and conveyance of the “Investment Company Act”), and, after giving effect Loans by the Depositor thereon pursuant to this Agreement is not subject to the transactions contemplated bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction; (n) The Depositor’s principal place of business and chief executive offices are located at Irvine, California or at such other address as shall be designated by such party in a written notice to the Basic Documents, other parties hereto; (o) The Depositor covenants that during the Depositor continuance of this Agreement it will not have registered comply in all respects with the Commission as an investment company under the Investment Company Act.provisions of its organizational documents in effect from time to time; (hp) The representations and warranties set forth in (h), (i), (j) and (m) above were true and correct with respect to each Loan transferred to the Trust by any QSPE Affiliate at the time such Loan was transferred to such QSPE Affiliate by the Depositor; and (q) Whenever the Depositor becomes aware that a claim is being asserted against Depositor in a judicial, administrative or arbitration forum, the Depositor shall promptly notify the Initial Noteholder of the Depositor in Section 3.02 existence and general nature of the Sale and Servicing Agreement are true and correctsuch claim.

Representations, Warranties and Covenants of the Depositor. (a) The Depositor hereby represents and warrants to the Owner Servicer, the Master Servicer, the Securities Administrator, the NIMs Insurer and the Trustee thatas follows, as of the date hereof: (ai) The Depositor is duly organized and is validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with Delaware and has full power and authority (corporate and other) necessary to own or hold its properties and to conduct its business as such properties are currently owned now conducted by it and such business is presently conductedto enter into and perform its obligations under this Agreement and the Sale Agreement. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (cii) The Depositor has the full corporate power and authority to execute execute, deliver and deliver perform, and to enter into and consummate the transactions contemplated by, this Agreement and to carry out its terms; the Depositor has full power Sale Agreement and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust authorized, by all necessary action; and corporate action on its part, the execution, delivery and performance of this Agreement have been duly authorized by and the Depositor by all necessary limited liability company action. (d) The Depositor has duly executed and delivered this Sale Agreement, ; and this Agreement and the Sale Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, Depositor in accordance with its terms, subject, as to enforceability, to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and (ii) general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (eiii) The execution and delivery of this Agreement and the Sale Agreement by the Depositor, the consummation of the transactions contemplated by this Agreement and the Sale Agreement, and the fulfillment of or compliance with the terms hereof do are in the ordinary course of business of the Depositor and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Depositor or (B) materially conflict with, result in any breach of any of the terms and provisions a violation or acceleration of, or constitute (with or without notice or lapse of time) result in a material default under, the certificate terms of formation or limited liability company agreement of the Depositor, or any indenture, other material agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation may be bound or imposition (C) constitute a material violation of any Lien upon any of its properties pursuant to the terms of any such indenturestatute, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule order or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality body having jurisdiction over the Depositor; and the Depositor is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Depositor's ability to perform or meet any of its properties (i) asserting the invalidity of obligations under this Agreement. (iv) No litigation is pending, (ii) seeking or, to prevent the consummation of any best of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling Depositor's knowledge, threatened, against the Depositor that might would materially and adversely affect the execution, delivery or enforceability of this Agreement and the Sale Agreement or the ability of the Depositor to perform its obligations under this Agreement and the Sale Agreement in accordance with the terms hereof. (v) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Depositor of its obligations underof, or compliance by the validity or enforceability ofDepositor with, this AgreementAgreement and the Sale Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Depositor has obtained the same. The Depositor hereby represents and warrants to the Trustee with respect to each Mortgage Loan as of the Closing Date and following the transfer of the Mortgage Loans to it by the Seller, the Depositor had good title to the Mortgage -53- Loans and the Mortgage Notes were subject to no offsets, claims, liens, mortgage, pledge, charge, security interest, defenses or counterclaims. (g) The Depositor has not registered with the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (hb) The representations and warranties of the Transferor with respect to the Mortgage Loans contained in the Transfer Agreement were made as of the date of the Transfer Agreement and brought forward to the Closing Date pursuant to the Bring Down Letter. The representations and warranties of the Transferor with respect to the Mortgage Loans contained in the Bring Down Letter were made as of the Closing Date. The representations and warranties of the Seller with respect to the Mortgage Loans contained in the Sale Agreement were 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 a representation or warranty of the Transferor under the Transfer Agreement (whether or not such fact, condition or event would also constitute a breach of a representation or warranty of the Seller under the Sale Agreement), the only rights or remedies of the Trustee, the NIMs Insurer or of any Certificateholder shall be first, the Trustee's right to enforce the obligations of the Transferor under such applicable representation or warranty made by it and, second, only if the Transferor is unable or unwilling to fulfill its obligations to cure or repurchase such Mortgage Loan, the Trustee shall exercise its right to enforce any rights it may have against the Seller under the Sale Agreement with respect to such representation or warranty; provided, that in the event the Trustee shall have received a copy of any Transferor Affirmation Notice, the Trustee shall only be entitled to enforce any rights it has against the Transferor under the Transfer Agreement and shall not have any rights against the Seller under the Sale Agreement with respect to such representation or warranty. To the extent that any fact, condition or event with respect to a Mortgage Loan constitutes a breach of a representation or warranty made by the Seller in the Sale Agreement that does not also constitute a breach of a representation or warranty of the Transferor under the Transfer Agreement, the Trustee shall enforce any rights it may have against the Seller under the Sale Agreement. In furtherance of the above, the Seller expressly acknowledges that prior to the issuance of a Transferor Affirmation Notice, it shall be obligated and liable to the Trustee, the NIMs Insurer and the Certificateholders for any breach of a representation or warranty made under the Transfer Agreement, but only after the Transferor evidences that it is unwilling or unable to fulfill its contractual obligations under the Transfer Agreement. The Trustee acknowledges that the Depositor shall have no obligation or liability with respect to any breach of any representation or warranty with respect to the Mortgage Loans (except as set forth in Section 3.02 of the Sale and Servicing Agreement are true and correct2.03(a)(v)) under any circumstances.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Trustee thatTrustee, the Certificateholders and the Certificate Insurer that as of the date of this Agreement or as of such date specifically provided herein: (a) The Depositor is a business trust duly organized and organized, validly existing as a limited liability company and in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.; (b) The Depositor is duly qualified has the requisite power and authority to do business as a foreign limited liability company in good standing convey the Mortgage Loans and has obtained all necessary licenses to execute, deliver and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications.perform, and to enter into and consummate transactions contemplated by, this Agreement; (c) The This Agreement has been duly and validly authorized, executed and delivered by the Depositor, all requisite action having been taken, and, assuming the due authorization, execution and delivery hereof by the Master Servicer and the Trustee, constitutes or will constitute the legal, valid and binding agreement of the Depositor, enforceable against the Depositor has the power and authority to execute and deliver this Agreement and to carry out in accordance with its terms; , except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the Depositor has full power rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); (d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and or court is required for the execution, delivery and performance of this Agreement have been duly authorized or compliance by the Depositor by all necessary limited liability company action. (d) The Depositor has duly executed and delivered this Agreement, and with this Agreement constitutes a legal, valid and binding obligation or the consummation by the Depositor of any of the Depositortransactions contemplated hereby, enforceable against except as have been made on or prior to the Depositor, in accordance with its terms.Closing Date; (e) The None of the execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and hereby or thereby, 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 or results or will result in a breach of, or constitutes or will constitute (with or without notice or lapse of time) a default underor results or will result in an acceleration under of any term, the certificate condition or provision of formation or limited liability company agreement of the Depositor, or any material indenture, deed of trust, contract or other agreement or other instrument to which the Depositor is a party or by which it or any of its subsidiaries is bound; nor (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 Depositor’s knowledgeregulation, any order, rule judgment or regulation decree applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality authority having jurisdiction over the Depositor or its properties. subsidiaries; or (iii) results in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans; (f) There are no actions, suits or proceedings before or against or investigations pending of, the Depositor pending, or threatened to the knowledge of the Depositor, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreementtribunal, (ii) seeking to prevent the consummation and no notice of any of such action, which, in the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that Depositor's reasonable judgment, might materially and adversely affect the performance by the Depositor of its obligations underunder this Agreement, or the validity or enforceability of, of this Agreement.; and (gf) The Depositor has is not registered 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 that would materially and adversely affect its performance hereunder. It is understood and agreed that the Commission as an investment company under representations, warranties and covenants set forth in this Section 3.02 shall survive delivery of the Investment Company Act of 1940respective Mortgage Files to the Trustee or to a custodian, as amended (the “Investment Company Act”)case may be, and, after giving effect and shall inure to the transactions contemplated by benefit of the Basic DocumentsTrustee, the Depositor will not have registered with Certificateholders and the Commission as an investment company under the Investment Company ActCertificate Insurer. (h) The representations and warranties of the Depositor in Section 3.02 of the Sale and Servicing Agreement are true and correct.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust Issuer and the Depositor has duly authorized such sale and assignment and deposit to the Trust Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary limited liability company corporate action. (d) The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization and other similar laws affecting the enforcement of creditors’ rights in general and by general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation incorporation or limited liability company agreement the by-laws of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor (ii) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor or (iii) violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or or, to the Depositor’s best knowledge, threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (g) The Depositor has not registered with the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties of the Depositor in Section 3.02 of the Sale and Servicing Agreement are true and correct.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Eligible Lender Trustee thatas follows: (a) The Depositor is duly organized and validly existing as a limited liability company Delaware corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the corporate power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full corporate power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust (or with the Eligible Lender Trustee on behalf of the Trust) and the Depositor has duly authorized such sale and assignment and deposit to the Trust (or to the Eligible Lender Trustee on behalf of the Trust) by all necessary corporate action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary limited liability company corporate action. (dc) The Depositor has duly executed and delivered this Agreement, and this This Agreement constitutes a legal, valid and binding obligation of the Depositor, Depositor enforceable against the Depositor, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors' rights generally and subject to general principles of equity. (ed) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of timetime or both) a default under, the certificate certificates of formation incorporation or limited liability company agreement by-laws of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (g) The Depositor has not registered with the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties of the Depositor in Section 3.02 of the Sale and Servicing Agreement are true and correct.agreement

Representations, Warranties and Covenants of the Depositor. (a) The Depositor hereby represents and warrants to the Owner Servicer, the Master Servicer, the Securities Administrator, the NIMs Insurer and the Trustee thatas follows, as of the date hereof: (ai) The Depositor is duly organized and is validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with Delaware and has full power and authority (corporate and other) necessary to own or hold its properties and to conduct its business as such properties are currently owned now conducted by it and such business is presently conductedto enter into and perform its obligations under this Agreement and the Sale Agreement. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (cii) The Depositor has the full corporate power and authority to execute execute, deliver and deliver perform, and to enter into and consummate the transactions contemplated by, this Agreement and to carry out its terms; the Depositor has full power Sale Agreement and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust authorized, by all necessary action; and corporate action on its part, the execution, delivery and performance of this Agreement have been duly authorized by and the Depositor by all necessary limited liability company action. (d) The Depositor has duly executed and delivered this Sale Agreement, ; and this Agreement and the Sale Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, Depositor in accordance with its terms, subject, as to enforceability, to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and (ii) general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (eiii) The execution and delivery of this Agreement and the Sale Agreement by the Depositor, the consummation of the transactions contemplated by this Agreement and the Sale Agreement, and the fulfillment of or compliance with the terms hereof do are in the ordinary course of business of the Depositor and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Depositor or (B) materially conflict with, result in any breach of any of the terms and provisions a violation or acceleration of, or constitute (with or without notice or lapse of time) result in a material default under, the certificate terms of formation or limited liability company agreement of the Depositor, or any indenture, other material agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation may be bound or imposition (C) constitute a material violation of any Lien upon any of its properties pursuant to the terms of any such indenturestatute, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule order or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality body having jurisdiction over the Depositor; and the Depositor is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Depositor's ability to perform or meet any of its properties (i) asserting the invalidity of obligations under this Agreement. (iv) No litigation is pending, (ii) seeking or, to prevent the consummation of any best of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling Depositor's knowledge, threatened, against the Depositor that might would materially and adversely affect the execution, delivery or enforceability of this Agreement and the Sale Agreement or the ability of the Depositor to perform its obligations under this Agreement and the Sale Agreement in accordance with the terms hereof. (v) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Depositor of its obligations underof, or compliance by the validity or enforceability ofDepositor with, this AgreementAgreement and the Sale Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Depositor has obtained the same. The Depositor hereby represents and warrants to the Trustee with respect to each Mortgage Loan as of the Closing Date (or the related Subsequent Transfer Date with respect to each Subsequent Mortgage Loan), and following the transfer of the Mortgage Loans to it by the Seller, the Depositor had good title to the Mortgage Loans and the Mortgage Notes were subject to no offsets, claims, liens, mortgage, pledge, charge, security interest, defenses or counterclaims. (g) The Depositor has not registered with the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (hb) The representations and warranties of the Transferor with respect to the Mortgage Loans contained in the Transfer Agreement were made as of the date of the Transfer Agreement and brought forward to the Closing Date (or the Subsequent Transfer Date with respect to Subsequent Mortgage Loans) pursuant to the Bring Down Letter. The representations and warranties of the Transferor with respect to the Mortgage Loans contained in the Bring Down Letter were made as of the Closing Date (or will be made as of the Subsequent Transfer Date with respect to each Subsequent Mortgage Loan). The representations and warranties of the Seller with respect to the Mortgage Loans contained in the Sale Agreement were 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 a representation or warranty of the Transferor under the Transfer Agreement (whether or not such fact, condition or event would also constitute a breach of a representation or warranty of the Seller under the Sale Agreement), the only rights or remedies of the Trustee, the NIMs Insurer or of any Certificateholder shall be first, the Trustee's right to enforce the obligations of the Transferor under such applicable representation or warranty made by it and, second, only if the Transferor is unable or unwilling to fulfill its obligations to cure or repurchase such Mortgage Loan, the Trustee shall exercise its right to enforce any rights it may have against the Seller under the Sale Agreement with respect to such representation or warranty; provided, that in the event the Trustee shall have received a copy of any Transferor Affirmation Notice, the Trustee shall only be entitled to enforce any rights it has against the Transferor under the Transfer Agreement and shall not have any rights against the Seller under the Sale Agreement with respect to such representation or warranty. To the extent that any fact, condition or event with respect to a Mortgage Loan constitutes a breach of a representation or warranty made by the Seller in the Sale Agreement that does not also constitute a breach of a representation or warranty of the Transferor under the Transfer Agreement, the Trustee shall enforce any rights it may have against the Seller under the Sale Agreement. In furtherance of the above, the Seller expressly acknowledges that prior to the issuance of a Transferor Affirmation Notice, it shall be obligated and liable to the Trustee, the NIMs Insurer and the Certificateholders for any breach of a representation or warranty made under the Transfer Agreement, but only after the Transferor evidences that it is unwilling or unable to fulfill its contractual obligations under the Transfer Agreement. The Trustee acknowledges that the Depositor shall have no obligation or liability with respect to any breach of any representation or warranty with respect to the Mortgage Loans (except as set forth in Section 3.02 of the Sale and Servicing Agreement are true and correct2.03(a)(v)) under any circumstances.

Representations, Warranties and Covenants of the Depositor. (a) The Depositor hereby represents and warrants to the Owner NIMs Insurer, the Servicer and the Trustee thatas follows, as of the date hereof: (ai) The Depositor is duly organized and is validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with Delaware and has full power and authority (corporate and other) necessary to own or hold its properties and to conduct its business as such properties are currently owned now conducted by it and such business is presently conductedto enter into and perform its obligations under this Agreement and the Purchase Agreement. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (cii) The Depositor has the full corporate power and authority to execute execute, deliver and deliver perform, and to enter into and consummate the transactions contemplated by, this Agreement and to carry out its terms; the Depositor has full power Purchase Agreement and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust authorized, by all necessary action; and corporate action on its part, the execution, delivery and performance of this Agreement have been duly authorized by and the Depositor by all necessary limited liability company action. (d) The Depositor has duly executed and delivered this Purchase Agreement, ; and this Agreement and the Purchase Agreement, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, Depositor in accordance with its terms, subject, as to enforceability, to (i) bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and (ii) general principles of equity, regardless of whether enforcement is sought in a proceeding in equity or at law. (eiii) The execution and delivery of this Agreement and the Purchase Agreement by the Depositor, the consummation of the transactions contemplated by this Agreement and the -70- Purchase Agreement, and the fulfillment of or compliance with the terms hereof do are in the ordinary course of business of the Depositor and will not (A) result in a material breach of any term or provision of the charter or by-laws of the Depositor or (B) materially conflict with, result in any breach of any of the terms and provisions a violation or acceleration of, or constitute (with or without notice or lapse of time) result in a material default under, the certificate terms of formation or limited liability company agreement of the Depositor, or any indenture, other material agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation may be bound or imposition (C) constitute a material violation of any Lien upon any of its properties pursuant to the terms of any such indenturestatute, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule order or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality body having jurisdiction over the Depositor; and the Depositor is not in breach or violation of any material indenture or other material agreement or instrument, or in violation of any statute, order or regulation of any court, regulatory body, administrative agency or governmental body having jurisdiction over it which breach or violation may materially impair the Depositor's ability to perform or meet any of its properties (i) asserting the invalidity of obligations under this Agreement. (iv) No litigation is pending, (ii) seeking or, to prevent the consummation of any best of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling Depositor's knowledge, threatened, against the Depositor that might would materially and adversely affect the execution, delivery or enforceability of this Agreement and the Purchase Agreement or the ability of the Depositor to perform its obligations under this Agreement and the Purchase Agreement in accordance with the terms hereof. (v) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Depositor of its obligations underof, or compliance by the validity or enforceability ofDepositor with, this AgreementAgreement and the Purchase Agreement or the consummation of the transactions contemplated hereby, or if any such consent, approval, authorization or order is required, the Depositor has obtained the same. The Depositor hereby represents and warrants to the Trustee with respect to each Mortgage Loan as of the Closing Date, and following the transfer of the Mortgage Loans to it by the Sponsor, the Depositor had good title to the Mortgage Loans and the Mortgage Notes were subject to no offsets, claims, liens, mortgage, pledge, charge, security interest, defenses or counterclaims. (g) The Depositor has not registered with the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (hb) The representations and warranties of the Sponsor with respect to the Mortgage Loans in the Purchase Agreement, which have been assigned to the Trustee hereunder, were made as of the Closing Date as specified in the Purchase Agreement. The Trustee acknowledges that the Depositor shall have no obligation or liability with respect to any breach of any representation or warranty with respect to the Mortgage Loans (except as set forth in Section 3.02 2.03(a)(v)) under any circumstances. (c) Upon discovery by any of the Sale NIMs Insurer, the Depositor, the Servicer, the Sponsor or the Trustee (or its custodian) of a breach of any of such representations and Servicing warranties that adversely and materially affects the value of the related Mortgage Loan, Prepayment Charges or the interests of the Certificateholders, the party discovering such breach shall give prompt written notice to the other parties. Within ninety (90) days of the discovery of such breach of any representation or warranty, the Depositor shall cause the Sponsor to either (a) cure such breach in all material respects, (b) repurchase such Mortgage Loan or any property acquired in respect thereof from the Trustee at the Purchase Price or (c) within the two year period following the Closing Date, substitute a Replacement Mortgage Loan for the affected Mortgage Loan. If a breach of the representations and warranties set forth in the Purchase Agreement hereof exists solely due to the unenforceability of a Prepayment Charge, the Trustee or the other party having notice thereof shall notify the Servicer thereof and not seek to enforce the repurchase remedy provided for herein unless such Mortgage Loan is not current. In the event that such breach relates solely to the unenforceability of a Prepayment Charge, amounts received in respect of -71- such indemnity up to the amount of such Prepayment Charge shall be distributed pursuant to Section 4.04(b)(i). As provided in the Purchase Agreement, if the Sponsor substitutes for a Mortgage Loan for which there is a breach of any representation or warranty in the Purchase Agreement, which adversely and materially affects the value of such Mortgage Loan and such substitute mortgage loan is not a Replacement Mortgage Loan, under the terms of the Purchase Agreement, the Sponsor will, in exchange for such substitute Mortgage Loan, (i) provide the applicable Purchase Price for the affected Mortgage Loan or (ii) within two years of the Closing Date, substitute such affected Mortgage Loan with a Replacement Mortgage Loan. Any such substitution shall not be effected prior to the additional delivery to the Trustee of a Request for Release substantially in the form of Exhibit I and shall not be effected unless it is within two years of the Startup Day. With respect to any Mortgage Loan repurchased by the Sponsor pursuant to the Purchase Agreement, the principal portion of the funds received by the Servicer in respect of such repurchase of a Mortgage Loan will be considered a Principal Prepayment and shall be deposited in the Certificate Account pursuant to Section 3.05. Upon receipt by the Trustee of notice from the Servicer of receipt by the Servicer of the full amount of the Purchase Price for a Deleted Mortgage Loan, and upon receipt by the Trustee of the Mortgage File for a Replacement Mortgage Loan substituted for a Deleted Mortgage Loan and a Request for Release, the Trustee shall release and reassign to the Sponsor the related Mortgage File for the Deleted Mortgage Loan and shall execute and deliver such instruments of transfer or assignment, in each case without recourse, representation or warranty, as shall be necessary to vest in such party or its designee or assignee title to any Deleted Mortgage Loan released pursuant hereto, free and clear of all security interests, liens and other encumbrances created by this Agreement, which instruments shall be prepared by the Depositor or the Sponsor, and the Trustee (and its custodian) shall have no further responsibility with respect to the Mortgage File relating to such Deleted Mortgage Loan. With respect to each Replacement Mortgage Loan to be delivered to the Trustee pursuant to the terms of this Article II in exchange for a Deleted Mortgage Loan: (i) the Sponsor must deliver to the Trustee the Mortgage File for the Replacement Mortgage Loan containing the documents set forth in Section 2.01 along with a written certification certifying as to the Mortgage Loan satisfying all requirements under the definition of Replacement Mortgage Loan and the delivery of such Mortgage File and containing the granting language set forth in Section 2.01; and (ii) the Depositor will be deemed to have made, with respect to such Replacement Mortgage Loan, each of the representations and warranties made by it with respect to the related Deleted Mortgage Loan. The Trustee shall review the Mortgage File with respect to each Replacement Mortgage Loan and certify to the Depositor that all documents required by Section 2.01(A)-(B), (C) (if applicable), and (D)-(E) have been executed and received. For any month in which the Sponsor substitutes one or more Replacement Mortgage Loans for one or more Deleted Mortgage Loans, the Sponsor will determine the amount (if any) by which the aggregate principal balance of all such Replacement Mortgage Loans as of the date of substitution and the aggregate Prepayment Charges with respect to such Replacement Mortgage Loans is less than the aggregate Stated Principal Balance (after application of the principal portion of the Scheduled Payment due in the month of substitution) and aggregate Prepayment Charges of all such Deleted Mortgage Loans. An amount equal to the aggregate of the deficiencies described in the preceding sentence (such amount, the "Substitution Adjustment Amount") plus an amount equal to any unreimbursed costs, penalties and/or damages incurred by the Trust Fund in connection with any violation relating to such Deleted Mortgage Loan of any predatory or abusive lending law shall be remitted by the Sponsor to the Trustee for deposit into the Certificate Account by the Sponsor on the Determination Date for the Distribution Date relating to the Prepayment Period during which the related Mortgage Loan became required to be purchased or replaced hereunder. Notwithstanding any other provision of this Agreement, the right to substitute Mortgage Loans pursuant to this Article II shall be subject to the additional limitations that no substitution of a Replacement Mortgage Loan for a Deleted Mortgage Loan shall be made unless the Trustee shall have received an Opinion of Counsel (at the expense of the party seeking to make the substitution) that, under current law, such substitution will not (A) affect adversely the status of any REMIC established hereunder as a REMIC, or of the related "regular interests" as "regular interests" in any such REMIC, or (B) cause any such REMIC to engage in a "prohibited transaction" or prohibited contribution pursuant to the REMIC Provisions. The Depositor shall amend the Mortgage Loan Schedule to reflect the removal of such Deleted Mortgage Loan from the terms of this Agreement and the substitution of the Replacement Mortgage Loan or Replacement Mortgage Loans. Upon such substitution by the Sponsor, such Replacement Mortgage Loan or Replacement Mortgage Loans shall constitute part of the Mortgage Pool and shall be subject in all respects to the terms of this Agreement and the Purchase Agreement, including all applicable representations and warranties thereof included in the Purchase Agreement as of the date of substitution. (d) It is understood and agreed that the representations, warranties and indemnification (i) set forth in this Section 2.03 and (ii) of the Sponsor set forth in the Purchase Agreement and assigned to the Trustee by the Depositor hereunder shall each survive delivery of the Mortgage Files and the Assignment of Mortgage of each Mortgage Loan to the Trustee and shall continue throughout the term of this Agreement. (e) The Depositor shall deliver a copy of the Mortgage Loan Schedule to the Servicer on the Closing Date. (f) The Depositor shall notify the Servicer and the Trustee when any NIM Notes are true issued with the contact information of the Issuer and correctwhen such NIM Notes are no longer outstanding and if such NIM Notes are insured by a NIMs Insurer, the contact information with respect to such NIMs Insurer.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Trustee thatTrustee, the Servicer [, the Certificate Insurer] and the Certificateholders that as of the date of this Agreement or as of such date specifically provided herein: (a) The Depositor is a corporation duly organized and organized, validly existing as a limited liability company and in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted.[ ]; (b) The Depositor is duly qualified has the corporate power and authority to do business as a foreign limited liability company in good standing convey the Mortgage Loans and has obtained all necessary licenses to execute, deliver and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications.perform, and to enter into and consummate transactions contemplated by, this Agreement; (c) The This Agreement has been duly and validly authorized, executed and delivered by the Depositor, all requisite corporate action having been taken, and, assuming the due authorization, execution and delivery hereof by the Servicer and the Trustee, constitutes or will constitute the legal, valid and binding agreement of the Depositor, enforceable against the Depositor has the power and authority to execute and deliver this Agreement and to carry out in accordance with its terms; , except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the Depositor has full power rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); (d) No consent, approval, authorization or order of or registration or filing with, or notice to, any governmental authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and or court is required for the execution, delivery and performance of this Agreement have been duly authorized or compliance by the Depositor by all necessary limited liability company action. (d) The Depositor has duly executed and delivered this Agreement, and with this Agreement constitutes a legal, valid and binding obligation or the consummation by the Depositor of any of the Depositortransactions contemplated hereby, enforceable against except as have been made on or prior to the Depositor, in accordance with its terms.Closing Date; (e) The None of the execution and delivery of this Agreement, the consummation of the transactions contemplated by this Agreement and hereby or thereby, 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 or results or will result in a breach of, or constitutes or will constitute (with or without notice or lapse of time) a default under, or results or will result in an acceleration under (A) the certificate of formation charter or limited liability company agreement by-laws of the Depositor, or (B) of any term, condition or provision of any material indenture, deed of trust, contract or other agreement or other instrument to which the Depositor or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound; nor (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 Depositor’s knowledgeregulation, any order, rule judgment or regulation decree applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality authority having jurisdiction over the Depositor or its properties.subsidiaries; or (iii) results in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans; (f) There are no actions, suits or proceedings before or against or investigations pending of, the Depositor pending, or threatened to the knowledge of the Depositor, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreementtribunal, (ii) seeking to prevent the consummation and no notice of any of such action, which, in the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that Depositor's reasonable judgment, might materially and adversely affect the validity or enforceability of the Mortgage Loans or the performance by the Depositor of its obligations underunder this Agreement, or the validity or enforceability of, of this Agreement.; (g) The Depositor has is not registered in default with the Commission as an investment company under the Investment Company Act respect to any order or decree of 1940any court or any order, as amended (the “Investment Company Act”)regulation or demand of any federal, andstate, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act.municipal or governmental agency that would materially and adversely affect its performance hereunder; (h) The representations Immediately prior to the sale and warranties assignment by the Depositor to the Trustee on behalf of the Trust Fund of each Mortgage Loan, the Depositor had good title to, and was the sole owner of, each Mortgage Loan subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature; (i) Upon execution and delivery of this Agreement the Depositor transferred all right, title and interest in the Mortgage Loans to the Trustee on behalf of the Trust Fund; and (j) The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Depositor hereunder are not subject to the bulk transfer laws of any similar statutory provisions in effect in any applicable jurisdiction. It is understood and agreed that the representations, warranties and covenants set forth in this Section 3.02 shall survive delivery of the Sale respective Mortgage Files to the Trustee or to the Custodian, as the case may be, and Servicing Agreement are true shall inure to the benefit of the Trustee, the Servicer and correctthe Certificateholders [and the Certificate Insurer].

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Trustee thatand the Delaware Trustee as follows: (a) The Depositor is duly organized and validly existing as a Delaware limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full the power and authority to sell and assign the property to be sold and assigned to and deposited with the Issuer (or with the Owner Trustee on behalf of the Issuer or, with respect to legal title to the Trust Student Loans, with the Eligible Lender Trustee on behalf of the Issuer) and the Depositor has duly authorized such sale and assignment and deposit to the Issuer (or to the Owner Trustee on behalf of the Issuer or, with respect to legal title to the Trust Student Loans, to the Eligible Lender Trustee on behalf of the Issuer) by all necessary action; and the execution, delivery and performance of this Agreement have has been duly authorized by the Depositor by all necessary limited liability company action. (dc) The Depositor has duly executed and delivered this Agreement, and this This Agreement constitutes a legal, valid and binding obligation of the Depositor, Depositor enforceable against the Depositor, in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors’ rights generally and subject to general principles of equity. (ed) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of timetime or both) a default under, the certificate Certificate of formation Formation or limited liability company agreement Limited Liability Company Agreement of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Transaction Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (ge) The Depositor has not registered with agrees, for the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties benefit of the Depositor in Section 3.02 Noteholders and the Certificateholders, that it will comply with each of the Sale requirements set forth in its certificate of formation and Servicing Agreement are true and correctits limited liability company agreement.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and the execution, delivery and performance of this Agreement have been duly authorized by the Depositor by all necessary limited liability company action. (d) The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms. (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 limited liability company agreement of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (g) The Depositor has not registered with the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties of the Depositor in Section 3.02 of the Sale and Servicing Agreement are true and correct.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Trustee thatIndenture Trustee, the Originators, the Trust, the Collateral Agent, the Noteholders and the Servicer that as of the date of this Agreement or as of such date specifically provided herein: (a) The Depositor is a limited purpose corporation whose primary activities are restricted in its certificate of incorporation; (b) The Depositor is duly organized and organized, validly existing as a limited liability company and in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications.; (c) The Depositor has the corporate power and authority to execute and deliver this Agreement convey the Mortgage Loans and to carry execute, deliver and perform, and to enter into and consummate transactions contemplated by this Agreement; (d) The Depositor is not involved in the day-to-day management of the Sponsor and/or any of the Originators, maintains separate corporate records and books of account from the Sponsor and the Originators, has a separate business office from the Sponsor and the Originators and otherwise observes corporate formalities; (e) The Depositor maintains its assets separately from the assets of the Sponsor and the Originators (including through the maintenance of a separate bank account), the Depositor's funds and assets, and records relating thereto, have not been and are not commingled with those of the Sponsor and the Originators and the separate creditors of the Depositor will be entitled to be satisfied out of the Depositor's assets prior to any value in the Depositor becoming available to the holders of the Depositor's common stock or the Sponsor's and/or any of the Originators' creditors; (f) All business correspondence of the Depositor and other communications are conducted in the Depositor's own name and on its own stationery; (g) The Depositor is operated in such a manner that it would not be substantively consolidated in the bankruptcy estate of the Sponsor and/or any Originator, such that the separate existence of the Depositor would be disregarded in the event of a bankruptcy or insolvency of the Sponsor and/or any Originator; (h) The Depositor is operated in a manner intended to reduce the risk that the Trust would be substantively consolidated in the bankruptcy estate of the Depositor, such that the separate existence of the Trust, on the one hand, and the Depositor, on the other hand, would be disregarded in the event of a bankruptcy or insolvency of the Depositor; (i) The financial statements and books and records of the Depositor reflect the separate existence of the Trust; (j) The Depositor does not act as an agent of the Trust in any capacity, except to the extent provided in the Basic Documents, but instead presents itself to the public as a corporation separate from the Trust; (k) The Depositor is not involved in the day-to-day management of the Trust, except to the extent provided in the Basic Documents; (l) This Agreement has been duly and validly authorized, executed and delivered by the Depositor, all requisite corporate action having been taken, and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes or will constitute the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms; , except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the Depositor has full power rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); (m) No consent, approval, license, permit, authorization or order of or registration or filing with, or notice to, any governmental authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by all necessary action; and or court is required for the execution, delivery and performance of this Agreement have been duly authorized or compliance by the Depositor with this Agreement or the consummation by all necessary limited liability company action.the Depositor of any of the transactions contemplated hereby, except as have been made on or prior to the date hereof; (dn) The Depositor has duly executed None of the execution and delivered delivery of this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms. (e) The consummation of the transactions contemplated by this Agreement and hereby or thereby, 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 or results or will result in a breach of, or constitutes or will constitute (with or without notice or lapse of time) a default under, or results or will result in an acceleration under (A) the certificate of formation charter or limited liability company agreement bylaws of the Depositor, or (B) of any term, condition or provision of any indenture, deed of trust, contract or other agreement or other instrument to which the Depositor or any of its subsidiaries is a party or by which it or any of its subsidiaries is bound; nor (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 Depositor’s knowledgeregulation, any order, rule judgment or regulation decree applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality authority having jurisdiction over the Depositor or its properties.subsidiaries; or (iii) results in the creation or imposition of any lien, charge or encumbrance which would have a material adverse effect upon the Mortgage Loans or any documents or instruments evidencing or securing the Mortgage Loans; (fo) There are no actions, suits or proceedings before or against or investigations pending of, the Depositor pending, or threatened to the knowledge of the Depositor, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreementtribunal, (ii) seeking to prevent the consummation and no notice of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might such action, which would materially and adversely affect the performance by the Depositor of its obligations underunder this Agreement, or the validity or enforceability of, of this Agreement.; and (gp) The Depositor has is not registered 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 that may materially and adversely affect its performance hereunder. It is understood and agreed that the Commission as an investment company under representations, warranties and covenants set forth in this Section 3.03 shall survive delivery of the Investment Company Act respective Custodial Loan Files to the Collateral Agent, on behalf of 1940the Indenture Trustee or to another custodian, as amended (the “Investment Company Act”)case may be, and, after giving effect and shall inure to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties benefit of the Depositor in Section 3.02 of the Sale and Servicing Agreement are true and correctIndenture Trustee.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor is duly organized and validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell transfer and assign the property to be sold transferred and assigned to and deposited with the Trust and the Depositor 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 have been duly authorized by the Depositor by all necessary limited liability company corporate action. (d) The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable against the Depositor, in accordance with its terms. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation incorporation or limited liability company agreement the by-laws of the Depositor, or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor , (ii) result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor ) or (iii) violate any law or, to the best of the Depositor’s 's knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (g) The Depositor has not registered with the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to the transactions contemplated by the Basic Documents, the Depositor will not have registered with the Commission as an investment company under the Investment Company Act. (h) The representations and warranties of the Depositor in Section 3.02 of the Sale and Servicing Agreement are true and correct.

Representations, Warranties and Covenants of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (a) The Depositor hereby represents, warrants and covenants to the Trustee, for its own benefit and the benefit of the Certificateholders and to the Master Servicer and the Special Servicer, as of the Closing Date, that: (i) The Depositor is a corporation duly organized and organized, validly existing as a limited liability company and in good standing under the laws of the State of Delaware, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out its terms; the Depositor has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trust and the Depositor has duly authorized such sale and assignment and deposit to the Trust by taken all necessary action; and corporate action to authorize the execution, delivery and performance of this Agreement have been duly authorized by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby, including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans in accordance with this Agreement; (ii) Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations of the Depositor by all necessary limited liability company action. (d) The Depositor has duly executed and delivered this Agreement, and this Agreement constitutes a hereunder are the legal, valid and binding obligation obligations of the Depositor, enforceable against the Depositor, Depositor in accordance with its terms.the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally, and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (eiii) The consummation execution and delivery of the transactions contemplated by this Agreement and the fulfillment performance of its obligations hereunder by the terms hereof do Depositor will not conflict with any provisions of any law or regulations to which the Depositor is subject, or conflict with, result in any a breach of or constitute a default under any of the terms and terms, conditions or provisions of, or constitute (with or without notice or lapse of time) a default under, the certificate of formation incorporation or limited liability company agreement the by-laws of the Depositor, Depositor or any indenture, agreement or other instrument to which the Depositor is a party or by which it is bound; nor , or any order or decree applicable to the Depositor, or result in the creation or imposition of any Lien upon lien on any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or, to the best of the Depositor’s knowledge's assets or property, any order, rule or regulation applicable to which would materially and adversely affect the ability of the Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or threatened before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of carry out the transactions contemplated by this Agreement Agreement; the Depositor has obtained any consent, approval, authorization or order of any court or governmental agency or body required for the execution, delivery and performance by the Depositor of this Agreement; (iiiiv) seeking There is no action, suit or proceeding pending or, to the Depositor's knowledge, threatened against the Depositor in any determination court or ruling that might by or before any other governmental agency or instrumentality which would materially and adversely affect the performance by validity of the Mortgage Loans or the ability of the Depositor of its obligations under, or the validity or enforceability of, this Agreement. (g) The Depositor has not registered with the Commission as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and, after giving effect to carry out the transactions contemplated by this Agreement; and (v) The Depositor is the Basic Documentslawful owner of the Mortgage Loans free and clear of all liens, the Depositor will not have registered claims, encumbrances and other interests with the Commission as an investment company under full right to transfer the Investment Company Act. (h) Mortgage Loans to the Trust and the Mortgage Loans have been validly transferred to the Trust. The representations representations, warranties and warranties covenants of the Depositor set forth in this Section 3.02 2.04 shall survive the execution and delivery of this Agreement and shall inure to the benefit of the Sale Persons for whose benefit they were made for so long as the Trust Fund remains in existence. Upon discovery by any party hereto of any breach of any of such representations, warranties and Servicing Agreement are true and correctcovenants, the party discovering such breach shall give prompt written notice thereof to the other parties.