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 where the failure to do so would reasonably be expected to materially and adversely affect the Depositor’s ability to own or lease its property or conduct its business. (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.

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 where the failure to do so would reasonably be expected to materially and adversely affect the Depositor’s ability to own or lease its property or conduct its business. (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 (2020-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 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, 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 is not 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 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 Basic Documents. (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 where the failure to do so would reasonably be expected to materially and adversely affect the Depositor’s ability to own or lease its property or conduct its business. (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 limited liability company 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, except as such enforcement may be limited by subject to applicable bankruptcy, insolvency, reorganization or other and similar laws relating to or limiting creditors' rights generally or and subject to general principles of equity. (d) The consummation of the transactions contemplated by general equitable principles.this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of

Representations, Warranties and Covenants of the Depositor. (a) The Depositor hereby represents and warrants to the Owner Trustee Trustee, for the benefit of Securityholders, as of the Closing Date or such other date as is specified, that:: 126031 Bayview 2005-1 Trust Agreement (ai) The Depositor is a real estate investment trust duly organized and formed, validly existing as a limited liability company and in good standing under the laws of the State of DelawareMaryland, with and is duly qualified to do business, and is in good standing in each jurisdiction in which the nature of its business requires it to be so qualified, except to the extent that the failure to be so qualified would not reasonably be expected to have a material adverse effect on its business or financial condition or ability to perform its obligations under this Agreement. The Depositor has full power and authority to own its properties and to conduct its business as such properties are currently owned conducted by it 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 where the failure to do so would reasonably be expected to materially and adversely affect the Depositor’s ability to own or lease its property or conduct its business. (c) The Depositor has the power and authority to execute and deliver this Agreement and to carry out perform its terms; obligations under this Agreement. (ii) The execution and delivery of this Agreement by the Depositor has full power and authority to sell its performance and assign the property to be sold and assigned to and deposited compliance with the Trust and the Depositor has terms of this Agreement have been duly authorized such sale and assignment and deposit to the Trust by all necessary action on the part of the Depositor. (iii) This Agreement, has been duly executed and delivered by the Depositor and constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof, except as the enforcement hereof may be limited liability company action; by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (iv) The Depositor is not in violation of, and the execution, delivery and performance of this Agreement by the Depositor and its compliance with the terms hereof will not constitute a violation with respect to, any existing law or regulation or any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which violation would materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or would have consequences that would adversely affect its performance hereunder. The execution, delivery and performance of this Agreement by the Depositor and its compliance with the terms hereof will not conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without notice, lapse of time or both) a default under, the governing instrument of the Depositor, or any material indenture, agreement, mortgage, deed of trust or other instrument to which the Depositor is a party or by which it is bound, or result in the creation or imposition of any lien or encumbrance upon any of its material properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument. (v) No litigation, actions, proceedings or investigations are pending or, to the best of the Depositor's knowledge, threatened against the Depositor which would have consequences that would prohibit its entering into this Agreement or that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties or would have consequences that would adversely affect its performance hereunder, or the validity or enforceability of this Agreement, or prevent the consummation of any of the transactions contemplated by this Agreement. (vi) No certificate of an officer, statement furnished in writing or report delivered or to be delivered pursuant to the terms hereof by the Depositor contains or will 126031 Bayview 2005-1 Trust Agreement contain any untrue statement of a material fact or omits or will omit to state any material fact necessary to make the certificate, statement or report, in light of the circumstances in which it was made or will be made, not misleading. (vii) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any court or any federal, state or other governmental authority or agency that are required in connection with the execution, delivery and performance by the Depositor of this Agreement, have been duly authorized taken, given or obtained, as the case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of the transactions contemplated by this Agreement on the part of the Depositor and the performance by the Depositor by all necessary limited liability company actionof its obligations under this Agreement. (dviii) The Depositor is conveying to the Trust Fund its entire interest in the Mortgage Loans, free and clear of any Adverse Claim. (ix) The Depositor is solvent and the transfer of the Mortgage Loans will not cause the Depositor to become insolvent. The sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any of the Depositor's creditors. (x) The Depositor has duly not acquired, and will not at any time acquire, any loan that is a "high cost" or "covered" loan within the meaning of the Georgia Fair Lending Act, or any interest in any such loan. (b) With respect to the Mortgage Notes, the Depositor hereby represents and warrants to the Servicer and the Trustee for their own benefit and for the benefit of the Securityholders that as of the Closing Date: (i) The Mortgage Notes constitute "instruments" within the meaning of the Uniform Commercial Code in effect in the applicable jurisdiction; (ii) The Depositor owns and has good title to the Mortgage Notes free and clear of any lien, claim or encumbrance of any Person; (iii) The Depositor has received all consents and approvals required by the terms of the Mortgage Notes to the transfer of the Mortgage Notes hereunder to the Trustee; (iv) All original executed copies of each Mortgage Note have been or will be delivered to the Trustee, as set forth in this Agreement (except as otherwise provided for herein); 126031 Bayview 2005-1 Trust Agreement (v) The Depositor has received a written acknowledgement from the Trustee that the Trustee is holding the Mortgage Notes solely on behalf and delivered for the benefit of the Securityholders; (vi) Other than the transfer to the Trustee pursuant to this Agreement, and this Agreement constitutes the Depositor has not pledged, assigned, sold, granted a legalsecurity interest in, valid and binding obligation or otherwise conveyed any of the Depositor, enforceable Mortgage Notes. The Depositor has not authorized the filing of and is not aware of any financing statements against the Depositor that include a description of the collateral covering the Mortgage Notes other than a financing statement relating to the transfer to the Trustee hereunder or that has been terminated. The Depositor is not aware of any judgment or tax lien filings against the Depositor; and (vii) None of the Mortgage Notes has any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Trustee on behalf of Securityholders. The representations and warranties set forth in accordance with its terms, except as such enforcement may this Section 2.03(b) shall not be limited by applicable bankruptcy, insolvency, reorganization or other similar laws relating to or limiting creditors' rights generally or by general equitable principleswaived.