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

Representations, Warranties and Covenants of the Sponsor. A. The Sponsor hereby represents and warrants to Foreside, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (i) it is duly organized and in good standing under the laws of its jurisdiction of organization; (ii) this Agreement has been duly authorized, executed and delivered by the Sponsor and, when executed and delivered, will constitute a valid and legally binding obligation of the Sponsor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (iii) it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; (iv) the Trust’s Registration Statement and the Trust’s Prospectus, and sales and promotional literature have been or will be prepared, in all material respects, in conformity with the requirements of the 1933 Act and SEC rules and regulations thereunder; (vii) the Trust’s Registration Statement (including its statement of additional information) and Prospectus do not and will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to Foreside pursuant to this Agreement shall be true and correct in all material respects; (viii) all sales or promotional literature shall contain all statements required to be stated therein in accordance with the 1933 Act and SEC rules and regulations; and do not and will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and (ix) all necessary approvals, authorizations, consents, or orders of or filings with any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency have been or will be obtained by the Trust in connection with the issuance and sale of the Shares, including registration of the Shares under the 1933 Act, and any necessary qualification under the securities or blue-sky laws of the various jurisdictions in which the Shares are being offered. B. The Sponsor shall fully cooperate in the efforts of Foreside in the provision of the services. In addition, the Sponsor shall keep Foreside informed of its material affairs as they relate to the Trust and shall provide to Foreside from time-to-time copies of information that Foreside may reasonably request for use in connection with the provision of the Services.

Representations, Warranties and Covenants of the Sponsor. A. The Sponsor Seller hereby represents and warrants to Foresidethe Depositor, which representations the Sponsor, the Custodian, the Issuing Entity and warranties shall be deemed to be continuing throughout the term Indenture Trustee as of this Agreementthe date hereof, thatas of the Closing Date (or if otherwise specified below, as of the date so specified) and as of each subsequent Transfer Date: (i) it The Seller (i) is a corporation duly organized organized, validly existing and in good standing under the laws of its the Commonwealth of Maryland and (ii) is qualified and in good standing as a foreign corporation to do business in each jurisdiction of organizationwhere such qualification is necessary, except where the failure to so qualify would not have a material adverse effect on the Seller’s ability to enter into this Agreement and each Seller’s Subsequent Transfer Instrument and to consummate the transactions contemplated hereby and thereby; (ii) The Seller has the power and authority to make, execute, deliver and perform its obligations under this Agreement and each Seller’s Subsequent Transfer Instrument and all of the transactions contemplated under this Agreement and each Seller’s Subsequent Transfer Instrument, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and each Seller’s Subsequent Transfer Instrument; (iii) The Seller is not required to obtain the consent of any other Person or any consent, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement or any Seller’s Subsequent Transfer Instrument, except for such consents, approvals or authorization, or registration or declaration, as shall have been duly authorizedobtained or filed, executed as the case may be; (iv) The execution and delivered delivery of this Agreement and each Seller’s Subsequent Transfer Instrument and the performance of the transactions contemplated hereby and each Seller’s Subsequent Transfer Instrument by the Sponsor andSeller will not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Seller or any provision of the certificate of incorporation or bylaws of the Seller, when executed and delivered, will or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Seller is a party or by which the Seller may be bound; (v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the knowledge of the Seller threatened, against the Seller or any of its properties or with respect to this Agreement, the Notes which in the opinion of the Seller has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement or any Seller’s Subsequent Transfer Instrument; (vi) This Agreement constitutes the legal, valid and legally binding obligation of the SponsorSeller, enforceable against the Sponsor in accordance with its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws of general application now or hereafter in effect affecting the enforcement of creditors’ rights in general and remedies except as such enforceability may be limited by general principles of creditors and secured parties; equity (iii) it is conducting its business whether considered in compliance a proceeding at law or in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; (iv) the Trust’s Registration Statement and the Trust’s Prospectus, and sales and promotional literature have been or will be prepared, in all material respects, in conformity with the requirements of the 1933 Act and SEC rules and regulations thereunderequity); (vii) This Agreement constitutes a valid transfer and assignment to the Trust’s Registration Statement (including its statement Depositor of additional information) all right, title and Prospectus do not interest of the Seller in and will not contain any untrue statement to the Cut-off Date Principal Balance of material fact the Initial Mortgage Loans, all monies due or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingbecome due with respect thereto, and that all statements or information furnished to Foreside pursuant to proceeds of such Cut-off Date Principal Balance of the Mortgage Loans and this Agreement shall be true and correct the related Sponsor’s Subsequent Transfer Instrument constitutes a valid transfer and assignment to the Issuing Entity of all right, title and interest of the Seller in and to the Subsequent Cut-off Date Principal Balance of the Subsequent Mortgage Loans, all material respectsmonies due or to become due with respect thereto, and all Proceeds of such Subsequent Cut-off Date Principal Balance of the Subsequent Mortgage Loans; (viii) all sales The Seller is not in default with respect to any order or promotional literature shall contain all statements required to be stated therein in accordance with decree of any court or any order or regulation of any federal, state or governmental agency, which default might have consequences that would materially and adversely affect the 1933 Act and SEC rules and regulations; and do not and will not contain any untrue statement condition (financial or other) or operations of material fact the Seller or omit to state any material fact required to be stated therein its properties or necessary to make the statements therein not misleadingmight have consequences that would materially adversely affect its performance hereunder; and (ix) all necessary approvalsThe consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, authorizations, consentsresult in any breach of any of the terms and provisions of, or orders constitute (with or without notice or lapse of time) a default under, the articles of organization or filings with any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency have been or will be obtained by the Trust in connection with the issuance and sale bylaws of the Shares, including registration of the Shares under the 1933 Act, and Seller or any necessary qualification under the securities agreement or blue-sky laws of the various jurisdictions in other instrument to which the Shares are being offered. B. The Sponsor shall fully cooperate in the efforts of Foreside in the provision of the services. In addition, the Sponsor shall keep Foreside informed of its material affairs as they relate to the Trust and shall provide to Foreside from time-to-time copies of information that Foreside may reasonably request for use in connection with the provision of the Services.Seller is a party or by which it is bound;

Representations, Warranties and Covenants of the Sponsor. A. The Sponsor hereby represents and warrants to Foresidethe Company and the Trustee as of the date hereof, which representations as of the Closing Date (or if otherwise specified below, as of the date so specified) and warranties shall be deemed as of each Subsequent Transfer Date: (a) As to be continuing throughout the term of this Agreement, thatSponsor: (i) it The Sponsor (i) is a corporation duly organized organized, validly existing and in good standing under the laws of its the Commonwealth of Virginia and (ii) is qualified and in good standing as a foreign corporation to do business in each jurisdiction of organizationwhere such qualification is necessary, except where the failure to so qualify would not have a material adverse effect on the Sponsor’s ability to enter into this Purchase Agreement and each Sponsor’s Subsequent Transfer Instrument and to consummate the transactions contemplated hereby and thereby; (ii) The Sponsor has the power and authority to make, execute, deliver and perform its obligations under this Purchase Agreement and each Sponsor’s Subsequent Transfer Instrument and all of the transactions contemplated under this Purchase Agreement and each Sponsor’s Subsequent Transfer Instrument, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Purchase Agreement each Sponsor’s Subsequent Transfer Instrument; (iii) The Sponsor is not required to obtain the consent of any other Person or any consent, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Purchase Agreement or any Sponsor’s Subsequent Transfer Instrument, except for such consents, approvals or authorization, or registration or declaration, as shall have been duly authorizedobtained or filed, executed as the case may be; (iv) The execution and delivered delivery of this Purchase Agreement and each Sponsor’s Subsequent Transfer Instrument and the performance of the transactions contemplated hereby by the Sponsor andwill not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Sponsor or any provision of the certificate of incorporation or bylaws of the Sponsor, when executed and delivered, will or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Sponsor is a party or by which the Sponsor may be bound; (v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the knowledge of the Sponsor threatened, against the Sponsor or any of its properties or with respect to this Purchase Agreement or any Sponsor’s Subsequent Transfer Instrument, the Notes which in the opinion of the Sponsor has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Purchase Agreement or any Sponsor’s Subsequent Transfer Instrument; (vi) This Purchase Agreement and each Sponsor’s Subsequent Transfer Instrument constitute the legal, valid and legally binding obligation obligations of the Sponsor, enforceable against the Sponsor in accordance with its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws of general application now or hereafter in effect affecting the enforcement of creditors’ rights in general and remedies except as such enforceability may be limited by general principles of creditors and secured parties; equity (iii) it is conducting its business whether considered in compliance a proceeding at law or in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; (iv) the Trust’s Registration Statement and the Trust’s Prospectus, and sales and promotional literature have been or will be prepared, in all material respects, in conformity with the requirements of the 1933 Act and SEC rules and regulations thereunderequity); (vii) This Purchase Agreement constitutes a valid transfer and assignment to the Trust’s Registration Statement (including its statement Company of additional information) all right, title and Prospectus do not interest of the Sponsor in and will not contain any untrue statement to the Cut-off Date Principal Balance of material fact the Initial Mortgage Loans, all monies due or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingbecome due with respect thereto, and that all statements proceeds of such Cut-off Date Principal Balance of the Initial Mortgage Loans, and this Purchase Agreement and the related Sponsor’s Subsequent Transfer Instrument constitutes a valid transfer and assignment to the Trustee of all right, title and interest of the Sponsor in and to the Subsequent Cut-off Date Principal Balance of the Subsequent Mortgage Loans, all monies due or information furnished to Foreside pursuant to this Agreement shall be true become due with respect thereto, and correct in all material respectsproceeds of such Subsequent Cut-off Date Principal Balance of the Subsequent Mortgage Loans; (viii) all sales The Sponsor is not in default with respect to any order or promotional literature shall contain all statements required to be stated therein in accordance with the 1933 Act and SEC rules and regulations; and do not and will not contain decree of any untrue statement court or any order or regulation of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and (ix) all necessary approvals, authorizations, consents, or orders of or filings with any federal, statestate or governmental agency, local which default might have consequences that would materially and adversely affect the condition (financial or foreign governmental other) or regulatory commission, board, body, authority operations of the Sponsor or agency its properties or might have been consequences that would materially adversely affect its performance hereunder; and The Servicer or any Subservicer who will be obtained by servicing any Mortgage Loan pursuant to the Trust Pooling and Servicing Agreement or a Subservicing Agreement is qualified to do business in connection with the issuance and sale of the Shares, including registration of the Shares under the 1933 Act, and any necessary qualification under the securities or blue-sky laws of the various all jurisdictions in which the Shares are being offered. B. The Sponsor shall fully cooperate in the efforts of Foreside in the provision its activities as Servicer or Subservicer of the services. In addition, the Sponsor shall keep Foreside informed of its Mortgage Loans serviced by it require such qualifications except where failure to be so qualified will not have a material affairs as they relate to the Trust and shall provide to Foreside from time-to-time copies of information that Foreside may reasonably request for use in connection with the provision of the Servicesadverse effect on such servicing activities.

Representations, Warranties and Covenants of the Sponsor. A. The Sponsor hereby represents and warrants to Foresidethe Depositor, which representations the Seller, the Custodian, the Issuing Entity and warranties shall be deemed to be continuing throughout the term Indenture Trustee as of this Agreementthe date hereof, thatas of the Closing Date (or if otherwise specified below, as of the date so specified) and as of each subsequent Transfer Date: (i) it The Sponsor (i) is a corporation duly organized organized, validly existing and in good standing under the laws of its the Commonwealth of Virginia and (ii) is qualified and in good standing as a foreign corporation to do business in each jurisdiction of organizationwhere such qualification is necessary, except where the failure to so qualify would not have a material adverse effect on the Sponsor’s ability to enter into this Agreement and each Sponsor’s Subsequent Transfer Instrument and to consummate the transactions contemplated hereby and thereby; (ii) The Sponsor has the power and authority to make, execute, deliver and perform its obligations under this Agreement and each Sponsor’s Subsequent Transfer Instrument and all of the transactions contemplated under this Agreement and each Sponsor’s Subsequent Transfer Instrument, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement and each Sponsor’s Subsequent Transfer Instrument; (iii) The Sponsor is not required to obtain the consent of any other Person or any consent, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement or any Sponsor’s Subsequent Transfer Instrument, except for such consents, approvals or authorization, or registration or declaration, as shall have been duly authorizedobtained or filed, executed as the case may be; (iv) The execution and delivered delivery of this Agreement and each Sponsor’s Subsequent Transfer Instrument and the performance of the transactions contemplated hereby and each Sponsor’s Subsequent Transfer Instrument by the Sponsor andwill not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Sponsor or any provision of the certificate of incorporation or bylaws of the Sponsor, when executed and delivered, will or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Sponsor is a party or by which the Sponsor may be bound; (v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the knowledge of the Sponsor threatened, against the Sponsor or any of its properties or with respect to this Agreement, the Notes which in the opinion of the Sponsor has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Agreement or any Sponsor’s Subsequent Transfer Instrument; (vi) This Agreement constitutes the legal, valid and legally binding obligation of the Sponsor, enforceable against the Sponsor in accordance with its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws of general application now or hereafter in effect affecting the enforcement of creditors’ rights in general and remedies except as such enforceability may be limited by general principles of creditors and secured parties; equity (iii) it is conducting its business whether considered in compliance a proceeding at law or in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; (iv) the Trust’s Registration Statement and the Trust’s Prospectus, and sales and promotional literature have been or will be prepared, in all material respects, in conformity with the requirements of the 1933 Act and SEC rules and regulations thereunderequity); (vii) This Agreement constitutes a valid transfer and assignment to the Trust’s Registration Statement (including its statement Depositor of additional information) all right, title and Prospectus do not interest of the Sponsor in and will not contain any untrue statement to the Cut-off Date Principal Balance of material fact the Initial Mortgage Loans, all monies due or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingbecome due with respect thereto, and that all statements or information furnished to Foreside pursuant to proceeds of such Cut-off Date Principal Balance of the Mortgage Loans and this Agreement shall be true and correct the related Sponsor’s Subsequent Transfer Instrument constitutes a valid transfer and assignment to the Issuing Entity of all right, title and interest of the Sponsor in and to the Subsequent Cut-off Date Principal Balance of the Subsequent Mortgage Loans, all material respectsmonies due or to become due with respect thereto, and all Proceeds of such Subsequent Cut-off Date Principal Balance of the Subsequent Mortgage Loans; (viii) all sales The Sponsor is not in default with respect to any order or promotional literature shall contain all statements required to be stated therein in accordance with decree of any court or any order or regulation of any federal, state or governmental agency, which default might have consequences that would materially and adversely affect the 1933 Act and SEC rules and regulations; and do not and will not contain any untrue statement condition (financial or other) or operations of material fact the Sponsor or omit to state any material fact required to be stated therein its properties or necessary to make the statements therein not misleadingmight have consequences that would materially adversely affect its performance hereunder; and (ix) all necessary approvalsThe consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, authorizations, consentsresult in any breach of any of the terms and provisions of, or orders constitute (with or without notice or lapse of time) a default under, the articles of organization or filings with bylaws of the Sponsor or any federal, state, local agreement or foreign governmental other instrument to which the Sponsor is a party or regulatory commission, board, body, authority by which it is bound; (x) The Servicer or agency have been or any Subservicer who will be obtained by the Trust servicing any Mortgage Loan pursuant to this Agreement or a Subservicing Agreement is qualified to do business in connection with the issuance and sale of the Shares, including registration of the Shares under the 1933 Act, and any necessary qualification under the securities or blue-sky laws of the various all jurisdictions in which the Shares are being offered. B. The Sponsor shall fully cooperate in the efforts of Foreside in the provision its activities as Servicer or Subservicer of the services. In addition, the Sponsor shall keep Foreside informed of its Mortgage Loans serviced by it require such qualifications except where failure to be so qualified will not have a material affairs as they relate to the Trust and shall provide to Foreside from time-to-time copies of information that Foreside may reasonably request for use in connection with the provision of the Servicesadverse effect on such servicing activities.

Representations, Warranties and Covenants of the Sponsor. A. The Sponsor hereby represents and warrants to Foreside, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (i) it is duly organized and in good standing under the laws of its jurisdiction of incorporation/organization; (ii) this Agreement has been duly authorized, executed and delivered by the Sponsor and, when executed and delivered, will constitute a valid and legally binding obligation of the Sponsor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (iii) it is conducting its business (including, without limitation, in connection with all matters relating to this Agreement) in compliance in all material respects with all applicable laws and regulationsregulations including, both state without limitation, state, federal, and federalany other jurisdictions concerned, as well as the rules and regulations of the NFA and any other self regulatory agencies, and has obtained all regulatory approvals necessary to carry on its business as now conducted; (iv) the Trust’s each Registration Statement and the Trust’s Prospectus, and sales and promotional literature have been complies or will be preparedcomply, in all material respects, in conformity with the requirements of the 1933 Act and SEC the Prospectus and any Preliminary Prospectus complies or will comply, in all material respects with the requirements of the 1933 Act, the CEA and the NFA and any statutes and regulations; contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been and will be so described or filed; the conditions to the use of Form S-1 or Form S-3, as the case may be, have been satisfied; each Registration Statement does not, and will not when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and each Prospectus does not, or will not as of its date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor makes no warranty or representation with respect to any statement contained in any Preliminary Prospectus, each Registration Statement or any Prospectus in reliance upon and in conformity with information concerning Foreside and furnished in writing by or on behalf of Foreside to the Sponsor expressly for use in a Registration Statement or a Preliminary Prospectus or Prospectus; and the Sponsor has not distributed nor will distribute, prior to the effective date of a Registration Statement or any subsequent registration statement for the registration of additional Shares, any offering material other than any Preliminary Prospectus unless such offering material and its distribution complies with Rule 433 under the 1933 Act or any other applicable rules; (v) the Sponsor is duly registered with the NFA as a Commodity Pool Operator and will adopt compliance procedures reasonably designed to ensure compliance by each Fund and each associated person of the Sponsor with the CEA and all of the relevant Commodities Rules; (vi) all sales literature, marketing material and advertisements (“Sales Literature and Advertisements”) approved by the Sponsor with respect to the Funds or other materials prepared by or on behalf of the Funds shall be prepared and approved by the Sponsor, in all material respects, in conformity, as applicable, with the CEA, the Commodities Rules, the 1933 Act and the rules and regulations thereunder; (vii) of the TrustSEC; all advertising materials and sales literature that have been or will be furnished to Foreside by the Sponsor for use in Foreside’s Registration Statement (including its statement performance of additional information) and Prospectus do not the Services are and will be current and accurate and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to Foreside pursuant to this Agreement shall be true and correct in all material respects;, and will, if required, have been approved by a Fund’s distributor, if other than, Foreside, prior to use. If Foreside prepares any Sales Literature and Advertisements in connection with its performance of the Services, it shall deliver such Sales Literature and Advertisements to the Sponsor and the applicable Fund’s distributor, if other than Foreside, for their written approval before it is used. The Sponsor will make every reasonable effort to approve or disapprove such material within a reasonable period of time. For a Fund for which Foreside does not serve as Distributor, Foreside shall complete its review of the material within three days of receipt of approval of the material by the Fund’s Distributor. For Funds for which Foreside serves as Distributor, Foreside shall abide by the time frames set forth in the Distribution Agreement(s) between Foreside and such Funds. (viiivii) all sales no approval, authorization, consent or promotional literature shall contain all statements required to be stated therein in accordance with the 1933 Act and SEC rules and regulations; and do not and will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and (ix) all necessary approvals, authorizations, consents, or orders order of or filings filing with any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency have been or will is required to be obtained by the Sponsor, the Trust or any Fund in connection with the issuance and sale of the Shares, including Shares other than registration of the Shares under the 1933 Act, the registration of the Sponsor as a Commodity Pool Operator with the NFA under the CEA, the filing of the Prospectus with the NFA and any necessary qualification under the securities or blue-blue sky laws of the various jurisdictions in which the Shares are being offeredoffered or any requirements for listing under the rules and regulations of the NYSE Arca, Inc. (“NYSE Arca”); (viii) except as set forth in the Registration Statement and the Prospectus, there are no actions, suits, claims, investigations or proceedings pending or threatened or, to the Sponsor’s knowledge after due inquiry, contemplated to which the Sponsor or the Trust is or would be a party; (ix) Xxxxxxxxx, Kass & Company, P.C., whose report on the audited financial statements of the Funds is filed with the SEC as part of the Registration Statement and the Prospectus, are independent public accountants as required by the 1933 Act; (x) the audited financial statements of each Fund included in the applicable Prospectus, together with the related notes and schedules, present fairly the financial position of each Fund as of the date indicated and have been prepared in compliance with the requirements of the 1933 Act and in conformity with U.S. generally accepted accounting principles; there are no financial statements (historical or pro forma) that are required to be included in the Registration Statement or the Prospectus that are not included as required; and each Fund does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), that are required to be disclosed in each Registration Statement and each Prospectus; (xi) each Fund has policies, procedures and internal controls in place designed to prevent and detect money laundering and any activity that facilitates money laundering, the funding of terrorist activities, or violations of U.S. Department of the Treasury’s Office of Foreign Assets Control regulations. The Sponsor, on behalf of each Fund, agrees that it will take such further steps, and cooperate with Foreside as may be reasonably necessary, to facilitate compliance with the any applicable provisions of the USA Patriot Act of 2001 and the Bank Secrecy Act (collectively, the “AML Acts”), including but not limited to the provision of copies of its written procedures, policies and controls related thereto. B. The Sponsor shall hereby covenants and agrees: (i) to fully cooperate in the efforts of Foreside in the provision of the services. In addition, the Sponsor shall keep Foreside informed of its material affairs as they relate to the Trust and shall provide to Foreside from time-to-time copies of information that Foreside may reasonably request for use in connection with the provision performance of the Services; (ii) to make available to Foreside, as soon as practicable after each Registration Statement is filed with the SEC, and thereafter from time to time, furnish to Foreside, as many copies of each Prospectus for each Fund (or of the Prospectus as amended or supplemented if any amendments or supplements have been made thereto) as Foreside may request for the purposes contemplated by the 1933 Act; (iii) to advise Foreside promptly when each Registration Statement and any post-effective amendment thereto becomes effective; (iv) to prepare such amendments or supplements to each Registration Statement or Prospectus and to file such amendments or supplements with the SEC, when and as required, by the 1933 Act, the Exchange Act, and the rules and regulations thereunder; and to advise Foreside promptly of notice of institution of proceedings for, or the entry of a stop order suspending the effectiveness of a Registration Statement and, if the SEC should enter a stop order suspending the effectiveness of a Registration Statement, to use its best efforts to obtain the lifting or removal of such order as soon as possible; (v) to file promptly all reports and any information statements required to be filed by any Fund with the SEC or the CFTC or NFA in order to comply with the Exchange Act and the CEA subsequent to the date of any Prospectus and for the term of this Agreement; (vi) to ensure that the Funds’ distributor, if other than Foreside, (a) provides a copy to Foreside of each FINRA letter received with respect to Sales Literature and Advertisements and (2) makes any required changes to any Sales Literature and Advertisements and provides such updated materials promptly to Foreside; and (vii) to advise Foreside promptly of the happening of any event during the term of this Agreement which could require the making of any change in the Prospectus or Sales Literature and Advertisements then being used so that such materials would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, to prepare and furnish, at the expense of the Fund, to Foreside promptly such amendments or supplements to such materials as may be necessary to reflect any such change.

Representations, Warranties and Covenants of the Sponsor. A. The Sponsor hereby represents and warrants to Foresidethe Company and the Trustee as of the date hereof, which representations as of the Closing Date (or if otherwise specified below, as of the date so specified) and warranties shall be deemed as of each Subsequent Transfer Date: (a) As to be continuing throughout the term of this Agreement, thatSponsor: (i) it The Sponsor (i) is a corporation duly organized organized, validly existing and in good standing under the laws of its the Commonwealth of Virginia and (ii) is qualified and in good standing as a foreign corporation to do business in each jurisdiction of organizationwhere such qualification is necessary, except where the failure to so qualify would not have a material adverse effect on the Sponsor’s ability to enter into this Purchase Agreement and each Sponsor’s Subsequent Transfer Instrument and to consummate the transactions contemplated hereby and thereby; (ii) The Sponsor has the power and authority to make, execute, deliver and perform its obligations under this Purchase Agreement and each Sponsor’s Subsequent Transfer Instrument and all of the transactions contemplated under this Purchase Agreement and each Sponsor’s Subsequent Transfer Instrument, and has taken all necessary corporate action to authorize the execution, delivery and performance of this Purchase Agreement each Sponsor’s Subsequent Transfer Instrument; (iii) The Sponsor is not required to obtain the consent of any other Person or any consent, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Purchase Agreement or any Sponsor’s Subsequent Transfer Instrument, except for such consents, approvals or authorization, or registration or declaration, as shall have been duly authorizedobtained or filed, executed as the case may be; (iv) The execution and delivered delivery of this Purchase Agreement and each Sponsor’s Subsequent Transfer Instrument and the performance of the transactions contemplated hereby by the Sponsor andwill not violate any provision of any existing law or regulation or any order or decree of any court applicable to the Sponsor or any provision of the certificate of incorporation or bylaws of the Sponsor, when executed and delivered, will or constitute a material breach of any mortgage, indenture, contract or other agreement to which the Sponsor is a party or by which the Sponsor may be bound; (v) No litigation or administrative proceeding of or before any court, tribunal or governmental body is currently pending, or to the knowledge of the Sponsor threatened, against the Sponsor or any of its properties or with respect to this Purchase Agreement or any Sponsor’s Subsequent Transfer Instrument, the Notes which in the opinion of the Sponsor has a reasonable likelihood of resulting in a material adverse effect on the transactions contemplated by this Purchase Agreement or any Sponsor’s Subsequent Transfer Instrument; (vi) This Purchase Agreement and each Sponsor’s Subsequent Transfer Instrument constitute the legal, valid and legally binding obligation obligations of the Sponsor, enforceable against the Sponsor in accordance with its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or other similar laws of general application now or hereafter in effect affecting the enforcement of creditors’ rights in general and remedies except as such enforceability may be limited by general principles of creditors and secured parties; equity (iii) it is conducting its business whether considered in compliance a proceeding at law or in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; (iv) the Trust’s Registration Statement and the Trust’s Prospectus, and sales and promotional literature have been or will be prepared, in all material respects, in conformity with the requirements of the 1933 Act and SEC rules and regulations thereunderequity); (vii) This Purchase Agreement constitutes a valid transfer and assignment to the Trust’s Registration Statement (including its statement Company of additional information) all right, title and Prospectus do not interest of the Sponsor in and will not contain any untrue statement to the Cut-off Date Principal Balance of material fact the Initial Mortgage Loans, all monies due or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleadingbecome due with respect thereto, and that all statements proceeds of such Cut-off Date Principal Balance of the Initial Mortgage Loans, and this Purchase Agreement and the related Sponsor’s Subsequent Transfer Instrument constitutes a valid transfer and assignment to the Trustee of all right, title and interest of the Sponsor in and to the Subsequent Cut-off Date Principal Balance of the Subsequent Mortgage Loans, all monies due or information furnished to Foreside pursuant to this Agreement shall be true become due with respect thereto, and correct in all material respectsproceeds of such Subsequent Cut-off Date Principal Balance of the Subsequent Mortgage Loans; (viii) all sales The Sponsor is not in default with respect to any order or promotional literature shall contain all statements required to be stated therein in accordance with decree of any court or any order or regulation of any federal, state or governmental agency, which default might have consequences that would materially and adversely affect the 1933 Act and SEC rules and regulations; and do not and will not contain any untrue statement condition (financial or other) or operations of material fact the Sponsor or omit to state any material fact required to be stated therein its properties or necessary to make the statements therein not misleadingmight have consequences that would materially adversely affect its performance hereunder; and (ix) all necessary approvals, authorizations, consents, The Servicer or orders of or filings with any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency have been or Subservicer who will be obtained by servicing any Mortgage Loan pursuant to the Trust Pooling and Servicing Agreement or a Subservicing Agreement is qualified to do business in connection with the issuance and sale of the Shares, including registration of the Shares under the 1933 Act, and any necessary qualification under the securities or blue-sky laws of the various all jurisdictions in which the Shares are being offered. B. The Sponsor shall fully cooperate in the efforts of Foreside in the provision its activities as Servicer or Subservicer of the services. In addition, the Sponsor shall keep Foreside informed of its Mortgage Loans serviced by it require such qualifications except where failure to be so qualified will not have a material affairs as they relate to the Trust and shall provide to Foreside from time-to-time copies of information that Foreside may reasonably request for use in connection with the provision of the Servicesadverse effect on such servicing activities.

Representations, Warranties and Covenants of the Sponsor. A. The Sponsor hereby represents and warrants to Foreside, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: (i) it is duly organized and in good standing under the laws of its jurisdiction of incorporation/organization; (ii) this Agreement has been duly authorized, executed and delivered by the Sponsor and, when executed and delivered, will constitute a valid and legally binding obligation of the Sponsor, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; (iii) it is conducting its business (including, without limitation, in connection with all matters relating to this Agreement) in compliance in all material respects with all applicable laws and regulationsregulations including, both state without limitation, state, federal, and federalany other jurisdictions concerned, as well as the rules and regulations of the NFA and any other self regulatory agencies, and has obtained all regulatory approvals necessary to carry on its business as now conducted; (iv) the Trust’s each Registration Statement and the Trust’s Prospectus, and sales and promotional literature have been complies or will be preparedcomply, in all material respects, in conformity with the requirements of the 1933 Act and SEC the Prospectus and any Preliminary Prospectus complies or will comply, in all material respects with the requirements of the 1933 Act, the CEA and the NFA and any statutes and regulations; contracts or other documents that are required to be described in the Registration Statement or the Prospectus or to be filed as exhibits to the Registration Statement have been and will be so described or filed; the conditions to the use of Form S-1 or Form S-3, as the case may be, have been satisfied; each Registration Statement does not, and will not when it becomes effective, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading and each Prospectus does not, or will not as of its date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Sponsor makes no warranty or representation with respect to any statement contained in any Preliminary Prospectus, each Registration Statement or any Prospectus in reliance upon and in conformity with information concerning Foreside and furnished in writing by or on behalf of Foreside to the Sponsor expressly for use in a Registration Statement or a Preliminary Prospectus or Prospectus; and the Sponsor has not distributed nor will distribute, prior to the effective date of a Registration Statement or any subsequent registration statement for the registration of additional Shares, any offering material other than any Preliminary Prospectus unless such offering material and its distribution complies with Rule 433 under the 1933 Act or any other applicable rules; (v) the Sponsor is duly registered with the NFA as a Commodity Pool Operator and will adopt compliance procedures reasonably designed to ensure compliance by each Fund and each associated person of the Sponsor with the CEA and all of the relevant Commodities Rules; (vi) all sales literature, marketing material and advertisements (“Sales Literature and Advertisements”) approved by the Sponsor with respect to the Funds or other materials prepared by or on behalf of the Funds shall be prepared and approved by the Sponsor, in all material respects, in conformity, as applicable, with the CEA, the Commodities Rules, the 1933 Act and the rules and regulations thereunder; (vii) of the TrustSEC; all advertising materials and sales literature that have been or will be furnished to Foreside by the Sponsor for use in Foreside’s Registration Statement (including its statement performance of additional information) and Prospectus do not the Services are and will be current and accurate and shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to Foreside pursuant to this Agreement shall be true and correct in all material respects;, and will, if required, have been approved by a Fund’s distributor, if other than, Foreside, prior to use. If Foreside prepares any Sales Literature and Advertisements in connection with its performance of the Services, it shall deliver such Sales Literature and Advertisements to the Sponsor and the applicable Fund’s distributor, if other than Foreside, for their written approval before it is used. The Sponsor will make every reasonable effort to approve or disapprove such material within a reasonable period of time. For a Fund for which Foreside does not serve as Distributor, Foreside shall complete its review of the material within three days of receipt of approval of the material by the Fund’s Distributor. For Funds for which Foreside serves as Distributor, Foreside shall abide by the time frames set forth in the Distribution Agreement(s) between Foreside and such Funds./ (viiivii) all sales no approval, authorization, consent or promotional literature shall contain all statements required to be stated therein in accordance with the 1933 Act and SEC rules and regulations; and do not and will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading; and (ix) all necessary approvals, authorizations, consents, or orders order of or filings filing with any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency have been or will is required to be obtained by the Sponsor, the Trust or any Fund in connection with the issuance and sale of the Shares, including Units other than registration of the Shares Units under the 1933 Act, the registration of the Sponsor as a Commodity Pool Operator with the NFA under the CEA, the filing of the Prospectus with the NFA and any necessary qualification under the securities or blue-blue sky laws of the various jurisdictions in which the Shares Units are being offeredoffered or any requirements for listing under the rules and regulations of the NYSE Arca, Inc. (“NYSE Arca”); (viii) except as set forth in the Registration Statement and the Prospectus, there are no actions, suits, claims, investigations or proceedings pending or threatened or, to the Sponsor’s knowledge after due inquiry, contemplated to which the Sponsor or the Trust is or would be a party; (ix) Rxxxxxxxx, Kxxx & Company, P.C., whose report on the audited financial statements of the Funds is filed with the SEC as part of the Registration Statement and the Prospectus, are independent public accountants as required by the 1933 Act; (x) the audited financial statements of each Fund included in the applicable Prospectus, together with the related notes and schedules, present fairly the financial position of each Fund as of the date indicated and have been prepared in compliance with the requirements of the 1933 Act and in conformity with U.S. generally accepted accounting principles; there are no financial statements (historical or pro forma) that are required to be included in the Registration Statement, the Prospectus that are not included as required; and each Fund does not have any material liabilities or obligations, direct or contingent (including any off-balance sheet obligations), that are required to be disclosed in each Registration Statement and each Prospectus; (xi) each Fund has policies, procedures and internal controls in place designed to prevent and detect money laundering and any activity that facilitates money laundering, the funding of terrorist activities, or violations of U.S. Department of the Treasury’s Office of Foreign Assets Control regulations. The Sponsor, on behalf of each Fund, agrees that it will take such further steps, and cooperate with Foreside as may be reasonably necessary, to facilitate compliance with the any applicable provisions of the USA Patriot Act of 2001 and the Bank Secrecy Act (collectively, the “AML Acts”), including but not limited to the provision of copies of its written procedures, policies and controls related thereto. B. The Sponsor shall hereby covenants and agrees: (i) to fully cooperate in the efforts of Foreside in the provision of the services. In addition, the Sponsor shall keep Foreside informed of its material affairs as they relate to the Trust and shall provide to Foreside from time-to-time copies of information that Foreside may reasonably request for use in connection with the provision performance of the Services; (ii) to make available to Foreside, as soon as practicable after each Registration Statement is filed with the SEC, and thereafter from time to time, furnish to Foreside, as many copies of each Prospectus for each Fund (or of the Prospectus as amended or supplemented if any amendments or supplements have been made thereto) as Foreside may request for the purposes contemplated by the 1933 Act; (iii) to advise Foreside promptly when each Registration Statement and any post-effective amendment thereto becomes effective; (iv) to prepare such amendments or supplements to each Registration Statement or Prospectus and to file such amendments or supplements with the SEC, when and as required, by the 1933 Act, the Exchange Act, and the rules and regulations thereunder; and to advise Foreside promptly of notice of institution of proceedings for, or the entry of a stop order suspending the effectiveness of a Registration Statement and, if the SEC should enter a stop order suspending the effectiveness of a Registration Statement, to use its best efforts to obtain the lifting or removal of such order as soon as possible; (v) to file promptly all reports and any information statements required to be filed by any Fund with the SEC or the CFTC or NFA in order to comply with the Exchange Act and the CEA subsequent to the date of any Prospectus and for the term of this Agreement; (vi) to ensure that the Funds’ distributor, if other than Foreside, (a) provides a copy to Foreside of each FINRA letter received with respect to Sales Literature and Advertisements and (2) makes any required changes to any Sales Literature and Advertisements and provides such updated materials promptly to Foreside; and (vii) to advise Foreside promptly of the happening of any event during the term of this Agreement which could require the making of any change in the Prospectus or Sales Literature and Advertisements then being used so that such materials would not include an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading, and, during such time, to prepare and furnish, at the expense of the Fund, to Foreside promptly such amendments or supplements to such materials as may be necessary to reflect any such change.