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

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (i) the Depositor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, has the power, authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and has the power, authority and legal right to acquire, own and sell the Receivables; (ii) 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 each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, any of the other Transaction Documents to which the Depositor is a party, the Receivables, the Notes or the Certificates; (iii) the Depositor has the power and authority to execute, deliver and perform its obligations under this Trust Agreement and the other Transaction Documents to which it is a party, and the Depositor has the power and authority to sell, assign, transfer and convey the property to be sold and transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company action; (iv) the execution, delivery and performance by the Depositor of this Trust Agreement and the other Transaction Documents to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach of any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement 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 the Depositor is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Trust Agreement), or violate any law, order, rule or regulation applicable to the Depositor or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties; (v) there are no proceedings or investigations pending or, to the knowledge of the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificates; and (vi) the representations and warranties of the Depositor in Section 3.1 of the Receivables Purchase Agreement are true and correct.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ia) the The Depositor has been duly organized formed and is validly existing as a limited liability company an entity in good standing under the laws of the State of Delaware, has the power, with power and authority and legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is currently conductedpresently conducted and had at all relevant times, and has the now has, power, authority and legal right to acquire, acquire and own and sell the Receivables;Receivables contemplated to be transferred to the Trust pursuant to the Trust Sale Agreement. (iib) the The Depositor is duly qualified to do business as a foreign limited liability company entity in good standing standing, and has obtained all necessary licenses and approvals approvals, in each jurisdiction all jurisdictions in which the failure to so qualify ownership or to obtain such licenses and approvals would materially and adversely affect lease of property or the performance by the Depositor conduct of its obligations under, or business requires such qualifications. (c) The Depositor has the validity or enforceability of, power and authority to execute and deliver this Trust Agreement, Agreement and any of the other Transaction Basic Documents to which the Depositor is a partyparty and to carry out its terms, the Receivables, the Notes or the Certificates; (iii) the Depositor has the full power and authority to execute, deliver sell and perform its obligations under this Trust Agreement and the other Transaction Documents to which it is a party, and the Depositor has the power and authority to sell, assign, transfer and convey assign the property to be sold and transferred assigned to and deposited with the Trust as part of the Owner Trust Estate and the Depositor has duly authorized such transfer sale and deposit assignment to the Trust by all necessary limited liability company action, ; and the execution, delivery and performance of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company action;. (ivd) The consummation of the execution, delivery and performance transactions contemplated by the Depositor of this Trust Agreement and the any other Transaction Basic Documents to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof of this Agreement and thereof will any other Basic Documents to which the Depositor is a party do not conflict with, result in a any breach of any of the terms and provisions of or constitute (with or without notice or lapse of time or bothtime) a default under under, the certificate of formation or limited liability company agreement of the Depositor Depositor, or any material indenture, agreement, mortgage, deed of trust agreement or other instrument to which the Depositor is a party or by which the Depositor it is bound or to which any of its properties are subjectbound, or result in the creation or imposition of any lien Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust agreement or other instrument (other than pursuant to this Trust Agreementthe Basic Documents), or violate any lawlaw or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties; (v) there are no proceedings or investigations pending or, to the knowledge of the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificates; and (vi) the representations and warranties of the Depositor in Section 3.1 of the Receivables Purchase Agreement are true and correct.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ia) the The Depositor has been is duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, has the power, with power and authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and has the power, authority and legal right to acquire, own and sell the Receivables;. (iib) the The Depositor is duly qualified to do business as a foreign limited liability company in good standing and has obtained or has filed all forms, in the appropriate form, that are required to obtain all necessary licenses and approvals in each jurisdiction all jurisdictions in which the failure 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 so qualify execute and deliver this Agreement and any other Program Document to which the Depositor is a party, and to carry out their respective terms; the Depositor has full power and authority to transfer and assign the property to be transferred and assigned to and deposited with the Securitization Trust and the Depositor has duly authorized such transfer and assignment and deposit to the Securitization Trust by all necessary limited liability company action; and the execution, delivery and performance of this Agreement and any other Program Document to which the Depositor is a party have been duly authorized by the Depositor by all necessary action of a limited liability company. (d) This Agreement and each other Program Document to which the Depositor is a party constitutes a legal, valid and binding obligation of the Depositor, enforceable in accordance with its terms, except as such enforceability may be subject to or limited by bankruptcy, liquidation, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or in law. (e) The consummation of the transactions contemplated by this Agreement and any other Program Document to obtain which the Depositor is a party and the fulfillment of the respective terms hereof and thereof 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 limited liability company agreement of the Depositor, or any material 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 licenses and approvals would indenture, agreement or other instrument (other than pursuant to the Program Documents); nor violate any law or 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 Authority having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or, to the best of the Depositor’s knowledge, threatened before any court, regulatory body, administrative agency or other Governmental Authority having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any other Program Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Program Document 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 Trust Agreement, any of the other Transaction Documents to which the Depositor is a party, the Receivables, the Notes or the Certificates; (iii) the Depositor has the power and authority to execute, deliver and perform its obligations under this Trust Agreement and the other Transaction Documents to which it is a party, and the Depositor has the power and authority to sell, assign, transfer and convey the property to be sold and transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company action; (iv) the execution, delivery and performance by the Depositor of this Trust Agreement and the other Transaction Documents to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach of any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement 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 the Depositor is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Trust Agreement), or violate any law, order, rule or regulation applicable to the Depositor or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties; (v) there are no proceedings or investigations pending or, to the knowledge of the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificates; and (vi) the representations and warranties of the Depositor in Section 3.1 of the Receivables Purchase Agreement are true and correctProgram Document.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee thatthat as of the Closing Date: (ia) the The Depositor has been is duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, has the power, with power and authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and had at all relevant times and has the power, authority and legal right to acquire, own and sell the Receivables;. (iib) the The Depositor is duly qualified to do business as a foreign limited liability company in good standing standing, and has obtained all necessary licenses and approvals in each jurisdiction all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Depositor to conduct its business or perform its obligations under this Agreement. (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 the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, on behalf of the Trust, as part of the Trust Estate, 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 has been duly authorized by the Depositor by all necessary action. (d) This Agreement shall constitute a legal, valid and binding obligation of the Depositor enforceable in accordance with its terms, except as such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or in law. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the limited liability company agreement of the Depositor or conflict with or breach any of the terms or provisions or constitute (with or without notice or lapse of time) a default under 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 which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (f) There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or to obtain such licenses and approvals would the best of the Depositor’s knowledge, threatened, against or affecting the Depositor: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, (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 Trust Agreement, any of the other Transaction Documents to which the Depositor is a party, the Receivables, the Notes Agreement or the Certificates; (iii) the Depositor has the power and authority to execute, deliver and perform its obligations under this Trust Agreement and the other Transaction Documents to which it is a party, and the Depositor has the power and authority to sell, assign, transfer and convey the property to be sold and transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company action; (iv) the execution, delivery and performance by the Depositor of this Trust Agreement and the other Transaction Documents to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach of any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement 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 the Depositor is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Trust Agreement), or violate any law, order, rule or regulation applicable relating to the Depositor or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties; (v) there are no proceedings or investigations pending or, to the knowledge of the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would which might adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes Certificate or the Certificates; and (vi) the representations and warranties of the Depositor in Section 3.1 of the Receivables Purchase Agreement are true and correctNotes.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee thatthat as of the Closing Date: (ia) the The Depositor has been is duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, has the power, with power and authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and had at all relevant times and has the power, authority and legal right to acquire, own and sell the Receivables;. (iib) the The Depositor is duly qualified to do business as a foreign limited liability company in good standing standing, and has obtained all necessary licenses and approvals in each jurisdiction all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and where the failure to so qualify will have a material adverse effect on the ability of the Depositor to conduct its business or perform its obligations under this Agreement. (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 the Trust under the Sale and Servicing Agreement and deposited with the Owner Trustee, on behalf of the Trust, as part of the Trust Estate, 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 has been duly authorized by the Depositor by all necessary action. (d) This Agreement shall constitute a legal, valid and binding obligation of the Depositor enforceable in accordance with its terms, except as such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or in law. (e) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the limited liability company agreement of the Depositor or conflict with or breach any of the terms or provisions or constitute (with or without notice or lapse of time) a default under 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 which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (f) There is no action, suit or proceeding before or by any court or governmental agency or body, domestic or foreign, now pending, or to obtain such licenses and approvals would the best of the Depositor’s knowledge, threatened, against or affecting the Depositor: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, (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 Trust Agreement, any of the other Transaction Documents to which the Depositor is a party, the Receivables, the Notes Agreement or the Certificates; (iii) the Depositor has the power and authority to execute, deliver and perform its obligations under this Trust Agreement and the other Transaction Documents to which it is a party, and the Depositor has the power and authority to sell, assign, transfer and convey the property to be sold and transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company action; (iv) the execution, delivery and performance by the Depositor of this Trust Agreement and the other Transaction Documents to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach of any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement 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 the Depositor is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Trust Agreement), or violate any law, order, rule or regulation applicable relating to the Depositor or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties; (v) there are no proceedings or investigations pending or, to the knowledge of the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and which might adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the U.S. federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes Certificate or the Certificates; and (vi) the representations and warranties of the Depositor in Section 3.1 of the Receivables Purchase Agreement are true and correctNotes.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (i) the Depositor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, has the power, authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and has the power, authority and legal right to acquire, own and sell the Receivables; (ii) 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 each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, any of the other Transaction Documents to which the Depositor is a party, the Receivables, the Notes or the Certificates; (iii) the Depositor has the power and authority to execute, deliver and perform its obligations under this Trust Agreement and the other Transaction Documents to which it is a party, and the Depositor has the power and authority to sell, assign, transfer and convey the property to be sold and transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company action; (iv) the execution, delivery and performance by the Depositor of this Trust Agreement and the other Transaction Documents to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach of any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement 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 the Depositor is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Trust Agreement), or violate any law, order, rule or regulation applicable to the Depositor or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties; (v) there are no proceedings or investigations pending or, to the knowledge of the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificates; and (vi) the representations and warranties of the Depositor in Section 3.1 of the Receivables Purchase Agreement are true and correct.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ia) the The Depositor has been duly organized formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, has the power, with power and authority and legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is currently conductedpresently conducted and had at all relevant times, and has the now has, power, authority and legal right to acquire, acquire and own the Receivables and sell related Contracts contemplated to be transferred to the Receivables;Trust pursuant to the Receivables Transfer Agreement. (iib) the The Depositor is duly qualified to do business as a foreign limited liability company entity in good standing standing, and has obtained all necessary licenses and approvals approvals, in each jurisdiction all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications except where the failure to so qualify could not reasonably be expected to result in a Material Adverse Effect or to obtain where such licenses and approvals would materially and adversely affect the performance by the Depositor of its obligations under, license or the validity or enforceability of, this Trust Agreement, any of the other Transaction Documents to which the Depositor is a party, the Receivables, the Notes or the Certificates;approval has been applied for. (iiic) the The Depositor has the power and authority to execute, execute and deliver and perform its obligations under this Trust Agreement and the any other Transaction Documents Document to which it the Depositor is a partyparty and to carry out its terms, and the Depositor has the full power and authority to sell, assign, transfer sell and convey assign the property to be sold and transferred assigned to and deposited with the Trust as part of the Owner Trust Estate and the Depositor has duly authorized such transfer sale and deposit assignment to the Trust by all necessary limited liability company action, ; and the execution, delivery and performance of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company action;. (ivd) the executionThis Agreement, delivery when duly executed and performance by delivered, shall constitute legal, valid and binding obligation of the Depositor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, receivership, conservatorship, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (e) The consummation of the transactions contemplated by this Trust Agreement and the any other Transaction Documents Document to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof of this Agreement and thereof will any other Transaction Document to which the Depositor is a party do not (i) conflict with, result in a any breach of any of the terms and provisions of of, or constitute (with or without notice or lapse of time or bothtime) a default under under, the certificate of formation Depositor’s Formation Documents or limited liability company agreement any Contractual Obligation of the Depositor or any material indentureDepositor, agreement, mortgage, deed of trust or other instrument to which the Depositor is a party or by which the Depositor is bound or to which any of its properties are subject, or (ii) result in the creation or imposition of any lien Lien upon any of its the Depositor’s properties pursuant to the terms of any such indentureFormation Documents or Contractual Obligation, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Trust Agreement), or violate any law, order, rule or regulation applicable (iii) to the Depositor or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties; (v) there are no proceedings or investigations pending or, to the knowledge best of the Depositor’s knowledge, threatened against the Depositor before violate any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificates; and (vi) the representations and warranties of the Depositor in Section 3.1 of the Receivables Purchase Agreement are true and correctLaw.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trust and the Trustee thaton behalf of the Certificateholders as follows: (i) 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 applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity); (ii) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Mortgage Loan, the Depositor had good and marketable title to each Mortgage Loan (insofar as such title was conveyed to it by a Seller, as set forth in the Mortgage Loan Purchase Agreement) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature; (iii) As of the Closing Date, the Depositor has transferred all right, title and interest in the Mortgage Loans to the Trustee on behalf of the Trust; (iv) The Depositor has not transferred the Mortgage Loans to the Trustee on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors; (v) The Depositor has been duly organized formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, has the power, with full corporate power and authority and legal right to own its properties assets and to conduct its business as such properties are currently owned and such business is currently presently being conducted, and has the power, authority and legal right to acquire, own and sell the Receivables; (iivi) The Depositor is not in violation of its certificate of formation or limited liability company agreement or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract, indenture, mortgage, loan agreement, note, lease or other instrument to which the Depositor is duly qualified to do a party or by which it or its properties may be bound, which default might result in any material adverse changes in the financial condition, earnings, affairs or business of the Depositor or which might materially and adversely affect the properties or assets, taken as a foreign whole, of the Depositor; (vii) The execution, delivery and performance of this Agreement by the Depositor, and the consummation of the transactions contemplated thereby, do not and will not result in a material breach or violation of any of the terms or provisions of, or, to the knowledge of the Depositor, constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Depositor is a party or by which the Depositor is bound or to which any of the property or assets of the Depositor is subject, nor will such actions result in any violation of the provisions of the certificate of formation or limited liability company in good standing agreement of the Depositor or, to the best of the Depositor’s knowledge without independent investigation, any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Depositor or any of its properties or assets (except for such conflicts, breaches, violations and has defaults as would not have a material adverse effect on the ability of the Depositor to perform its obligations under this Agreement); (viii) To the best of the Depositor’s knowledge without any independent investigation, no consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body of the United States or any other jurisdiction is required for the issuance of the Certificates, or the consummation by the Depositor of the other transactions contemplated by this Agreement, except such consents, approvals, authorizations, registrations or qualifications as (a) may be required under State securities or Blue Sky laws, (b) have been previously obtained all necessary licenses and approvals in each jurisdiction in or (c) the failure of which to obtain would not have a material adverse effect on the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement; and (ix) There are no actions, proceedings or investigations pending before or, to the Depositor’s knowledge, threatened by any court, administrative agency or other tribunal to which the failure Depositor is a party or of which any of its properties is the subject: (a) which if determined adversely to so qualify the Depositor would have a material adverse effect on the business, results of operations or financial condition of the Depositor; (b) asserting the invalidity of this Agreement or the Certificates; (c) seeking to obtain such licenses and approvals would prevent the issuance of the Certificates or the consummation by the Depositor of any of the transactions contemplated by this Agreement, as the case may be; (d) which might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, any of the other Transaction Documents to which the Depositor is a party, the Receivables, the Notes or the Certificates; (iii) the Depositor has the power and authority to execute, deliver and perform its obligations under this Trust Agreement and the other Transaction Documents to which it is a party, and the Depositor has the power and authority to sell, assign, transfer and convey the property to be sold and transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company action; (iv) the execution, delivery and performance by the Depositor of this Trust Agreement and the other Transaction Documents to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach of any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement 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 the Depositor is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Trust Agreement), or violate any law, order, rule or regulation applicable to the Depositor or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties; (v) there are no proceedings or investigations pending or, to the knowledge of the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificates; and (vi) the representations and warranties of the Depositor in Section 3.1 of the Receivables Purchase Agreement are true and correct.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee and Delaware Trustee that: (ia) the The Depositor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, has the power, authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently conductedhad at all relevant times, and has the has, power, authority and legal right to acquire, own and sell the Receivables;Receivables and to perform its obligations under and consummate the transactions contemplated by the Basic Documents. (iib) the The Depositor is duly qualified to do business as a foreign limited liability company in good standing standing, and has obtained all necessary licenses and approvals approvals, in each jurisdiction where any such failure to do so would materially and adversely affect the Depositor’s ability to perform its obligations under and consummate the transactions contemplated by the Basic Documents. (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 Owner Trustee as part of the Owner Trust Estate and the Depositor has duly authorized such sale and assignment and deposit to the 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 corporate action. (d) This Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable in accordance with its terms, except as such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or in law. (e) The execution, delivery and performance by the Depositor of this Agreement and 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, nor 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 conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the failure 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 so qualify the terms of any such indenture, agreement or other instrument (other than pursuant to obtain such licenses and approvals the Basic Documents); nor, to the best of the Depositor’s knowledge, violate any law or 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; which breach, default, conflict, lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (f) There are no proceedings or investigations pending or, to the Depositor’s 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 issuance of the Trust Certificates or 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 Trust Agreement, any of the other Transaction Documents to which the Depositor is a party, the Receivables, the Notes or the Certificates; (iii) the Depositor has the power and authority to execute, deliver and perform its obligations under this Trust Agreement and the other Transaction Documents to which it is a party, and the Depositor has the power and authority to sell, assign, transfer and convey the property to be sold and transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company action; (iv) the execution, delivery and performance by the Depositor of this Trust Agreement and the other Transaction Documents to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach of any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement 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 the Depositor is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Trust Agreement), or violate any law, order, rule or regulation applicable to the Depositor or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties; (v) there are no proceedings or investigations pending or, to the knowledge of the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificates; and (vi) the representations and warranties of the Depositor in Section 3.1 of the Receivables Purchase Agreement are true and correct.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the AART Owner Trustee that: (ia) the The Depositor has been duly organized formed and is validly existing as a limited liability company an entity in good standing under the laws of the State of Delaware, has the power, with power and authority and legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is currently conductedpresently conducted and had at all relevant times, and has the now has, power, authority and legal right to acquire, own and sell transfer the Receivables;Secured Notes contemplated to be transferred to the Trust pursuant to the Trust Sale Agreement. (iib) the The Depositor is duly qualified to do business as a foreign limited liability company entity in good standing standing, and has obtained all necessary licenses and approvals approvals, in each jurisdiction all jurisdictions in which the failure to so qualify ownership or to obtain such licenses and approvals would materially and adversely affect lease of property or the performance by the Depositor conduct of its obligations under, or business requires such qualifications. (c) The Depositor has the validity or enforceability of, power and authority to execute and deliver this Trust Agreement, Agreement and any of the other AART Transaction Documents to which the Depositor is a party, the Receivablesand to carry out their respective terms, the Notes or the Certificates; (iii) the Depositor has the full power and authority to execute, deliver sell and perform its obligations under this Trust Agreement and the other Transaction Documents to which it is a party, and the Depositor has the power and authority to sell, assign, transfer and convey assign the property to be sold and transferred assigned to and deposited with the Trust as part of the AART Owner Trust Estate and the Depositor has duly authorized such transfer sale and deposit assignment to the Trust by all necessary limited liability company action, ; and the execution, delivery and performance of this Trust Agreement and the any other AART Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company action;. (ivd) The consummation of the execution, delivery and performance transactions contemplated by the Depositor of this Trust Agreement and the any other AART Transaction Documents to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof of this Agreement and thereof will any other AART Transaction Documents to which the Depositor is a party, do not conflict with, result in a any breach of any of the terms and provisions of or constitute (with or without notice or lapse of time or bothtime) a default under under, the certificate of formation or limited liability company agreement (or similar organizational documents) of the Depositor Depositor, or any material indenture, agreement, mortgage, deed of trust agreement or other instrument to which the Depositor is a party or by which the Depositor it is bound or to which any of its properties are subjectbound, or result in the creation or imposition of any lien Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust agreement or other instrument (other than pursuant to this Trust Agreementthe AART Transaction Documents), or violate any lawlaw or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties; (v) there are no proceedings or investigations pending or, to the knowledge of the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificates; and (vi) the representations and warranties of the Depositor in Section 3.1 of the Receivables Purchase Agreement are true and correct.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee and Delaware Trustee that: (ia) the The Depositor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, has the power, authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently conductedhad at all relevant times, and has the has, power, authority and legal right to acquire, own and sell the Receivables;Receivables and to perform its obligations under and consummate the transactions contemplated by the Basic Documents. (iib) the The Depositor is duly qualified to do business as a foreign limited liability company in good standing standing, and has obtained all necessary licenses and approvals approvals, in each jurisdiction where any such failure to do so would materially and adversely affect the Depositor’s ability to perform its obligations under and consummate the transactions contemplated by the Basic Documents. (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 Owner Trustee as part of the Owner Trust Estate and the Depositor has duly authorized such sale and assignment and deposit to the 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 corporate action. (d) This Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable in accordance with its terms, except as such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or in law. (e) The execution, delivery and performance by the Depositor of this Agreement and 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, nor 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 conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the failure 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 so qualify the terms of any such indenture, agreement or other instrument (other than pursuant to obtain such licenses and approvals the Basic Documents); nor, to the best of the Depositor’s knowledge, violate any law or 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; which breach, default, conflict, lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (f) There are no proceedings or investigations pending or, to the Depositor’s 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 issuance of the Trust Certificates or 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 Trust Agreement. (g) The Depositor covenants and represents that neither it nor any of its affiliates, subsidiaries, directors or officers: (A) are the target or subject of any sanctions enforced by the US Government, (including, without limitation, the Office of Foreign Assets Control of the US Department of the Treasury or the US Department of State), the United Nations Security Council, the European Union, His Majesty’s Treasury, or other relevant sanctions authority (collectively “Sanctions”), and (B) will directly or indirectly use any payments made pursuant to this Agreement, (i) to fund or facilitate any activities of or business with any person who, at the other Transaction Documents time of such funding or facilitation, is the subject or target of Sanctions, (ii) to which fund or facilitate any activities of or business with any country or territory that is the Depositor is a partytarget or subject of Sanctions, the Receivables, the Notes or the Certificates; (iii) the Depositor has the power and authority to execute, deliver and perform its obligations under this Trust Agreement and the in any other Transaction Documents to which it is a party, and the Depositor has the power and authority to sell, assign, transfer and convey the property to be sold and transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company action; (iv) the execution, delivery and performance by the Depositor of this Trust Agreement and the other Transaction Documents to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof manner that will not conflict with, result in a breach violation of Sanctions by any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement 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 the Depositor is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Trust Agreement), or violate any law, order, rule or regulation applicable to the Depositor or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties; (v) there are no proceedings or investigations pending or, to the knowledge of the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificates; and (vi) the representations and warranties of the Depositor in Section 3.1 of the Receivables Purchase Agreement are true and correctperson.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (i) the Depositor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, has the power, authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and has the power, authority and legal right to acquire, own and sell the Receivables; (ii) 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 each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, any of the other Transaction Documents to which the Depositor is a party, the Receivables, the Notes or the Certificates; (iii) the Depositor has the power and authority to execute, deliver and perform its obligations under this Trust Agreement and the other Transaction Documents to which it is a party, and the Depositor has the power and authority to sell, assign, transfer and convey the property to be sold and transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company action; (iv) the execution, delivery and performance by the Depositor of this Trust Agreement and the other Transaction Documents to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach of any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement 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 the Depositor is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Trust Agreement), or violate any law, order, rule or regulation applicable to the Depositor or its properties of any federal or State state regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties; (v) there are no proceedings or investigations pending or, to the knowledge of the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificates; and (vi) the representations and warranties of the Depositor in Section 3.1 of the Receivables Purchase Agreement are true and correct.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ia) the The Depositor has been is duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, has the power, with power and authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and has the power, authority and legal right to acquire, own and sell the Receivables;. (iib) the 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 each jurisdiction all jurisdictions in which the failure 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 so qualify execute and deliver this Agreement and any other Program Document to which the Depositor is a party, and to carry out their respective terms; the Depositor has full power and authority to transfer and assign the property to be transferred and assigned to and deposited with the Securitization Trust and the Depositor has duly authorized such transfer and assignment and deposit to the Securitization Trust by all necessary limited liability company action; and the execution, delivery and performance of this Agreement and any other Program Document to which the Depositor is a party have been duly authorized by the Depositor by all necessary action of a limited liability company. (d) This Agreement and each other Program Document to which the Depositor is a party constitutes a legal, valid and binding obligation of the Depositor, enforceable in accordance with its terms, except as such enforceability may be subject to or limited by bankruptcy, liquidation, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or in law. (e) The consummation of the transactions contemplated by this Agreement and any other Program Document to obtain which the Depositor is a party and the fulfillment of the respective terms hereof and thereof 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 limited liability company agreement of the Depositor, or any material 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 licenses and approvals would indenture, agreement or other instrument (other than pursuant to the Program Documents); nor violate any law or 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 Authority having jurisdiction over the Depositor or its properties. (f) There are no proceedings or investigations pending or, to the best of the Depositor’s knowledge, threatened before any court, regulatory body, administrative agency or other Governmental Authority having jurisdiction over the Depositor or its properties: (i) asserting the invalidity of this Agreement or any other Program Document, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any other Program Document 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 Trust Agreement, any of the other Transaction Documents to which the Depositor is a party, the Receivables, the Notes or the Certificates; (iii) the Depositor has the power and authority to execute, deliver and perform its obligations under this Trust Agreement and the other Transaction Documents to which it is a party, and the Depositor has the power and authority to sell, assign, transfer and convey the property to be sold and transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company action; (iv) the execution, delivery and performance by the Depositor of this Trust Agreement and the other Transaction Documents to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach of any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement 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 the Depositor is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Trust Agreement), or violate any law, order, rule or regulation applicable to the Depositor or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties; (v) there are no proceedings or investigations pending or, to the knowledge of the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificates; and (vi) the representations and warranties of the Depositor in Section 3.1 of the Receivables Purchase Agreement are true and correctProgram Document.

Representations and Warranties of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Indenture Trustee thatand the Insurer that as of the Startup Day: (ia) the The Depositor has been duly organized and is validly existing as a limited liability company in good standing duly formed and validly existing under the laws of the State of Delaware, has is in compliance with the power, authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and has the power, authority and legal right to acquire, own and sell the Receivables; (ii) laws of each state in which any Property or the Depositor is duly qualified to do located or doing business as a foreign limited liability company and is in good standing and has obtained all necessary licenses and approvals in each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would materially and adversely affect the performance by the Depositor nature of its obligations underbusiness, or the validity properties owned or enforceability of, this Trust Agreement, any of the other Transaction Documents to which the Depositor is a party, the Receivables, the Notes or the Certificates; (iii) the leased by it make such qualification necessary. The Depositor has the power and all requisite authority to executeown and operate its properties, deliver to carry out its business as presently conducted and perform as proposed to be conducted and to enter into and discharge its obligations under this Trust Agreement and the other Transaction Documents to which it is a party, . (b) The execution and the Depositor has the power and authority to sell, assign, transfer and convey the property to be sold and transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Trust Agreement and the other Transaction Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Transaction Documents to which it is a party have been duly authorized by all necessary action on the part of the Depositor by all necessary limited liability company action; (iv) the execution, delivery and performance by the Depositor of this Trust Agreement and the other Transaction Documents to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict withviolate the Depositor's Certificate of Formation or Amended and Restated Limited Liability Company Agreement or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement of the Depositor or of, any material indenturecontract, agreement, mortgage, deed of trust agreement or other instrument to which the Depositor is a party or by which the Depositor is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Trust Agreement), or violate any law, statute or any order, rule or regulation applicable to the Depositor or its properties of any federal or State regulatory body, court, administrative governmental agency or body or other governmental instrumentality tribunal having jurisdiction over the Depositor or any of its properties;. (vc) there are no proceedings This Agreement and the other Transaction Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or investigations other similar laws affecting creditors' rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (d) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Transaction Documents to which the Depositor is a party. (e) No litigation, proceeding or investigation is pending with respect to which the Depositor has received service of process or, to the knowledge best of the Depositor's knowledge, threatened against the Depositor before which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any court, regulatory body, administrative agency other Transaction Documents to which it is a party or other governmental instrumentality having jurisdiction over that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties (A) asserting or might have consequences that would materially and adversely affect the invalidity validity or enforceability of this Trust Agreement, the Sale Home Equity Loans or the Depositor's performance hereunder and Servicing Agreement, the Indenture, any of under the other Transaction DocumentsDocuments to which the Depositor is a party. (f) The statements contained in the Registration Statement which describe the Depositor or matters or activities for which the Depositor is responsible in accordance with the Transaction Documents or which are attributed to the Depositor therein are true and correct in all material respects, and the Registration Statement does not contain any untrue statement of a material fact with respect to the Depositor or omit to state a material fact required to be stated therein or necessary in order to make the statements contained therein with respect to the Depositor not misleading. (g) Immediately prior to the sale and assignment by the Depositor to the Indenture on behalf of the Trust of each Home Equity Loan, the Notes Depositor had good and equitable title to each Home Equity Loan (insofar as such title was conveyed to it by the Seller) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature. (h) As of the CertificatesStartup Day, the Depositor has transferred all right, title and interest in the Home Equity Loans to the Indenture on behalf of the Trust. (Bi) seeking The Depositor has not transferred the Home Equity Loans to prevent the issuance Indenture on behalf of the Trust with any intent to hinder, delay or defraud any of its creditors. (j) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or "Blue Sky" statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Notes and the execution and delivery by the Depositor of the Transaction Documents to which it is a party, have been duly taken, given or obtained, as the Certificates case may be, are in full force and effect on the date hereof, are not subject to any pending proceedings or appeals (administrative, judicial or otherwise) and either the time within which any appeal therefrom may be taken or review thereof may be obtained has expired or no review thereof may be obtained or appeal therefrom taken, and are adequate to authorize the consummation of any of the transactions contemplated by this Trust Agreement, the Sale Agreement and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially Documents on the part of the Depositor and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, under this Trust Agreement, the Sale Agreement and Servicing Agreement, the Indenture, any such of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificates; and (vi) the representations and warranties of the Depositor in Section 3.1 of the Receivables Purchase Agreement are true and correctDocuments to which it is a party.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (i) the Depositor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, has the power, authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and has the power, authority and legal right to acquire, own and sell the Receivables; (ii) 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 each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, any of the other Transaction Documents to which the Depositor is a party, the Receivables, the Notes or the Certificates; (iii) the Depositor has the power and authority to execute, deliver and perform its obligations under this Trust Agreement and the other Transaction Documents to which it is a party, and the Depositor has the power and authority to sell, assign, transfer and convey the property to be sold and transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company action; (iv) the execution, delivery and performance by the Depositor of this Trust Agreement and the other Transaction Documents to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach of any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate articles of formation or limited liability company agreement 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 the Depositor is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Trust Agreement), or violate any law, order, rule or regulation applicable to the Depositor or its properties of any federal or State state regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties; (v) there are no proceedings or investigations pending or, to the knowledge of the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificates; and (vi) the representations and warranties of the Depositor in Section 3.1 3.01 of the Receivables Purchase Agreement are true and correct.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ia) the The Depositor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, has the with power, authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and had at all relevant times, and has the power, authority and legal right to acquire, own and sell the Receivables;. (iib) the 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 each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, any of the other Transaction Basic Documents to which the Depositor it is a party, the Receivables, the Notes or the Certificates;. (iiic) the The Depositor has the power and authority to execute, deliver and perform its obligations under this Trust Agreement and the each other Transaction Documents Basic Document to which it is a party, and ; the Depositor has the full power and authority to sell, assign, transfer and convey the property to be sold and transferred assigned to and deposited with the Owner Trustee as part of the Owner Trust Estate and the Depositor has duly authorized such transfer sale and assignment and deposit to the Issuer by all necessary limited liability company action, ; and the execution, delivery and performance of this Trust Agreement and the other Transaction Basic Documents to which the Depositor it is a party have been duly authorized by the Depositor by all necessary limited liability company action;. (ivd) This Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable in accordance with its terms, except as such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (e) The execution, delivery and performance by the Depositor of this Trust Agreement and the each other Transaction Documents Basic Document to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will do not conflict with, result in a any breach of any of the terms and provisions of or of, nor constitute (with or without notice or lapse of time or both) a default under under, the certificate of formation or limited liability company agreement of the Depositor Depositor, or conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement, mortgage, deed of trust agreement or other instrument to which the Depositor is a party or by which the Depositor it is bound or to which any of its properties are subject, or ; nor result in the creation or imposition of any lien Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust agreement or other instrument (other than pursuant to this Trust Agreementthe Basic Documents), or ; nor violate any lawlaw or, orderto the best of the Depositor's knowledge, any order of any court, rule or regulation applicable to the Depositor or its properties or of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties;; which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (vf) there There are no proceedings or investigations pending or, to the knowledge of the Depositor's knowledge, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (Ai) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction DocumentsBasic Document, the Notes or the Certificates, (Bii) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture Agreement or any of the other Transaction Basic Documents, (Ciii) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Basic Documents, the Receivables, the Notes or the Certificates, Certificates or (Div) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust Issuer or of the Notes or the Certificates; and. (vig) the The representations and warranties of the Depositor in Section 3.1 3.01 of the Receivables Purchase Agreement are true and correct.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ia) the The Depositor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of DelawareNevada, has the with power, authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and had at all relevant times, and has the power, authority and legal right to acquire, own and sell the Receivables;. (iib) the 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 each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, any of the other Transaction Basic Documents to which the Depositor it is a party, the Receivables, the Notes or the Certificates;. (iiic) the The Depositor has the power and authority to execute, deliver and perform its obligations under this Trust Agreement and the each other Transaction Documents Basic Document to which it is a party, and ; the Depositor has the full power and authority to sell, assign, transfer and convey the property to be sold and transferred assigned to and deposited with the Owner Trustee as part of the Owner Trust Estate and the Depositor has duly authorized such transfer sale and assignment and deposit to the Issuer by all necessary limited liability company action, ; and the execution, delivery and performance of this Trust Agreement and the other Transaction Basic Documents to which the Depositor it is a party have been duly authorized by the Depositor by all necessary limited liability company action;. (ivd) This Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (e) The execution, delivery and performance by the Depositor of this Trust Agreement and the each other Transaction Documents Basic Document to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will do not conflict with, result in a any breach of any of the terms and provisions of or of, nor constitute (with or without notice or lapse of time or both) a default under under, the certificate of formation or limited liability company agreement of the Depositor Depositor, or conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement, mortgage, deed of trust agreement or other instrument to which the Depositor is a party or by which the Depositor it is bound or to which any of its properties are subject, or ; nor result in the creation or imposition of any lien Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust agreement or other instrument (other than pursuant to this Trust Agreementthe Basic Documents), or ; nor violate any lawlaw or, orderto the best of the Depositor’s knowledge, any order of any court, rule or regulation applicable to the Depositor or its properties or of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties;; which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (vf) there There are no proceedings or investigations pending or, to the knowledge of the Depositor’s knowledge, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (Ai) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction DocumentsBasic Document, the Notes or the Certificates, (Bii) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture Agreement or any of the other Transaction Basic Documents, (Ciii) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Basic Documents, the Receivables, the Notes or the Certificates, Certificates or (Div) seeking any determination or ruling that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust Issuer or of the Notes or the Certificates; and. (vig) the The representations and warranties of the Depositor in Section 3.1 3.01 of the Receivables Purchase Agreement are true and correct.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ia) the The Depositor has been duly organized formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, has the power, with power and authority and legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is currently conductedpresently conducted and had at all relevant times, and has the now has, power, authority and legal right to acquire, acquire and own the Receivables and sell related Contracts contemplated to be transferred to the Receivables;Trust pursuant to the Receivables Transfer Agreement. (iib) the The Depositor is duly qualified to do business as a foreign limited liability company entity in good standing standing, and has obtained all necessary licenses and approvals approvals, in each jurisdiction all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications except where the failure to so qualify could not reasonably be expected to result in a Material Adverse Effect or to obtain where such licenses and approvals would materially and adversely affect the performance by the Depositor of its obligations under, license or the validity or enforceability of, this Trust Agreement, any of the other Transaction Documents to which the Depositor is a party, the Receivables, the Notes or the Certificates;approval has been applied for. (iiic) the The Depositor has the power and authority to execute, execute and deliver and perform its obligations under this Trust Agreement and the any other Transaction Documents Document to which it the Depositor is a partyparty and to carry out its terms, and the Depositor has the full power and authority to sell, assign, transfer sell and convey assign the property to be sold and transferred assigned to and deposited with the Trust as part of the Owner Trust Estate and the Depositor has duly authorized such transfer sale and deposit assignment to the Trust by all necessary limited liability company action, ; and the execution, delivery and performance of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company action;. (ivd) the executionThis Agreement, delivery when duly executed and performance by delivered, shall constitute legal, valid and binding obligation of the Depositor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, receivership, conservatorship, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (e) The consummation of the transactions contemplated by this Trust Agreement and the any other Transaction Documents Document to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof of this Agreement and thereof will any other Transaction Document to which the Depositor is a party do not conflict with, result in a any breach of any of the terms and provisions of of, or constitute (with or without notice or lapse of time or bothtime) a default under under, the certificate of formation Depositor’s Formation Documents or limited liability company agreement any Contractual Obligation of the Depositor or any material indentureDepositor, agreement, mortgage, deed of trust or other instrument to which the Depositor is a party or by which the Depositor is bound or to which any of its properties are subject, or (ii) result in the creation or imposition of any lien Lien upon any of its the Depositor’s properties pursuant to the terms of any such indentureFormation Documents or Contractual Obligation, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Trust Agreement), or violate any law, order, rule or regulation applicable (iii) to the Depositor or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties; (v) there are no proceedings or investigations pending or, to the knowledge best of the Depositor’s knowledge, threatened against the Depositor before violate any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificates; and (vi) the representations and warranties of the Depositor in Section 3.1 of the Receivables Purchase Agreement are true and correctLaw.

Representations and Warranties of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Trustee thatTrustee, the Master Servicer, the Trust Administrator and the Servicers that as of the Closing Date: (i) The Depositor is a corporation duly formed and validly existing under the laws governing its creation and existence, is in compliance with the laws of each state in which any Mortgaged Property or the Depositor has been duly organized is located or doing business and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, has the power, authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and has the power, authority and legal right to acquire, own and sell the Receivables; (ii) 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 each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would materially and adversely affect the performance by the Depositor nature of its obligations underbusiness, or the validity properties owned or enforceability of, this Trust Agreement, any of the other Transaction Documents to which the Depositor is a party, the Receivables, the Notes or the Certificates; (iii) the leased by it make such qualification necessary. The Depositor has the power and all requisite authority to executeown and operate its properties, deliver to carry out its business as presently conducted and perform as proposed to be conducted and to enter into and discharge its obligations under this Trust Agreement and the other Transaction Operative Documents to which it is a party, ; (ii) The execution and the Depositor has the power and authority to sell, assign, transfer and convey the property to be sold and transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Trust Agreement and the other Transaction Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary corporate action on the part of the Depositor by all necessary limited liability company action; (iv) the execution, delivery and performance by the Depositor of this Trust Agreement and the other Transaction Documents to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict withviolate the Depositor’s Charter or Bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement of the Depositor or of, any material indenturecontract, agreement, mortgage, deed of trust agreement or other instrument to which the Depositor is a party or by which the Depositor is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Trust Agreement), or violate any law, statute or any order, rule or regulation applicable to the Depositor or its properties of any federal or State regulatory body, court, administrative governmental agency or body or other governmental instrumentality tribunal having jurisdiction over the Depositor or any of its properties; (iii) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law); (iv) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party; (v) there are no proceedings No litigation, proceeding or investigations investigation is pending with respect to which the Depositor has received service of process or, to the knowledge best of the Depositor’s knowledge, threatened against the Depositor before which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any court, regulatory body, administrative agency other Operative Documents to which it is a party or other governmental instrumentality having jurisdiction over that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties (A) asserting or might have consequences that would materially and adversely affect the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any validity or enforceability of the other Transaction DocumentsMortgage Loans, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a party; (vi) [Reserved]; (vii) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Mortgage Loan, the Depositor had good and equitable title to each Mortgage Loan subject to no prior lien (except, with respect to any second lien Mortgage Loan, the related First Lien), claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature; (viii) As of the Closing Date, the Depositor has transferred all right, title and interest in the Mortgage Loans to the Trustee on behalf of the Trust Fund; (ix) The Depositor is solvent and will not be made insolvent by the transfer of the Mortgage Loans, and the Depositor is not aware of any impending insolvency. The Depositor has not transferred the Mortgage Loans to the Trustee on behalf of the Trust Fund with any intent to hinder, delay or defraud any of its creditors; (x) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and 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 Trust Agreement, Agreement and the Sale and Servicing Agreement, other Operative Documents on the Indenture or any part of the other Transaction Documents, (C) seeking any determination or ruling that would materially Depositor and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, under this Trust Agreement, the Sale Agreement and Servicing Agreement, the Indenture, any such of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the CertificatesOperative Documents to which it is a party; and (vixi) the representations The transfer, assignment and warranties 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 Section 3.1 of the Receivables Purchase Agreement are true and correcteffect in any applicable jurisdiction.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ia) the The Depositor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of DelawareNevada, has the with power, authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and had at all relevant times, and has the power, authority and legal right to acquire, own and sell the Receivables;. (iib) the 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 each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, any of the other Transaction Basic Documents to which the Depositor it is a party, the Receivables, the Notes or the Certificates;. (iiic) the The Depositor has the power and authority to execute, deliver and perform its obligations under this Trust Agreement and the each other Transaction Documents Basic Document to which it is a party, and ; the Depositor has the full power and authority to sell, assign, transfer and convey the property to be sold and transferred assigned to and deposited with the Owner Trustee as part of the Owner Trust Estate and the Depositor has duly authorized such transfer sale and assignment and deposit to the Issuer by all necessary limited liability company action, ; and the execution, delivery and performance of this Trust Agreement and the other Transaction Basic Documents to which the Depositor it is a party have been duly authorized by the Depositor by all necessary limited liability company action;. (ivd) This Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (e) The execution, delivery and performance by the Depositor of this Trust Agreement and the each other Transaction Documents Basic Document to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will do not conflict with, result in a any breach of any of the terms and provisions of or of, nor constitute (with or without notice or lapse of time or both) a default under under, the certificate of formation or limited liability company agreement of the Depositor Depositor, or conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement, mortgage, deed of trust agreement or other instrument to which the Depositor is a party or by which the Depositor it is bound or to which any of its properties are subject, or ; nor result in the creation or imposition of any lien Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust agreement or other instrument (other than pursuant to this Trust Agreementthe Basic Documents), or ; nor violate any lawlaw or, orderto the best of the Depositor's knowledge, any order of any court, rule or regulation applicable to the Depositor or its properties or of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties;; which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (vf) there There are no proceedings or investigations pending or, to the knowledge of the Depositor's knowledge, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (Ai) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction DocumentsBasic Document, the Notes or the Certificates, (Bii) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture Agreement or any of the other Transaction Basic Documents, (Ciii) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Basic Documents, the Receivables, the Notes or the Certificates, Certificates or (Div) seeking any determination or ruling that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust Issuer or of the Notes or the Certificates; and. (vig) the The representations and warranties of the Depositor in Section 3.1 3.01 of the Receivables Purchase Agreement are true and correct.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee other parties hereto as of the Closing Date that: (ia) the The Depositor has been duly organized and is validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, has the power, with full power and authority and legal right to own its properties assets and to conduct its business as such properties are currently owned and such business is currently presently being conducted, and has the power, authority and legal right to acquire, own and sell the Receivables;. (iib) 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 each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, any of the other Transaction Documents to which the Depositor is a party, the Receivables, the Notes or the Certificates; (iii) the The Depositor has the full corporate power and authority to execute, execute and deliver this Agreement and to perform its obligations under this Trust Agreement and the other Transaction Documents to which it is a party, and the Depositor has the power and authority to sell, assign, transfer and convey the property to be sold and transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company actionhereunder, and the execution, delivery and performance of this Trust Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Depositor and the consummation of the transactions contemplated hereby have been duly and validly authorized. (c) 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 applicable bankruptcy, insolvency, reorganization, moratorium or other Transaction Documents similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity). (d) None of the execution and delivery of this Agreement, the transactions contemplated hereby or the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with or result in a breach of any of the terms, Certificate of Formation or bylaws or any legal restriction or any agreement or instrument to which the Depositor is now a party have been duly authorized or by which it is bound, or constitute a default or result in the violation of any law, rule, regulation, order, judgment or decree to which Depositor by all necessary limited liability company action;or its property is subject, or impair the ability of the Trust to realize on the Mortgage Loans, or impair the value of the Mortgage Loans. (ive) 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 this Trust Agreement and the other Transaction Documents to which or compliance by the Depositor with this Agreement, or if required, such consent, approval, authorization or order has been obtained prior to the related Closing Date. (f) There is a partyno action, suit, proceeding or investigation pending or to its knowledge threatened against the consummation of Depositor which, either individually or in the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict withaggregate, may result in a breach of any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement 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 the Depositor is bound or to which any of its properties are subject, or result adverse change in the creation business, operations, financial condition, properties or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Trust Agreement), or violate any law, order, rule or regulation applicable to the Depositor or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties; (v) there are no proceedings or investigations pending or, to the knowledge assets of the Depositor, threatened against or in any material impairment of the right or ability of the Depositor before to carry on its business substantially as now conducted, or which would draw into question the validity of this Agreement or the Mortgage Loans or of any courtaction taken or to be contemplated herein, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over which would be likely to impair materially the ability of the Depositor or its properties (A) asserting to perform under the invalidity terms of this Trust Agreement, . (g) Immediately prior to the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect the performance transfer by the Depositor to the Trust Fund 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 Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature. (h) As of the Closing Date, the Depositor has transferred all right, title and interest in the Mortgage Loans to the Trust. (i) The Depositor has not transferred the Mortgage Loans to the Trust Fund with any intent to hinder, delay or defraud any of its obligations under, or creditors. (j) The consideration received by the validity or enforceability of, this Trust Agreement, Depositor upon the Sale and Servicing Agreement, the Indenture, any sale of the other Transaction Documents, Mortgage Loans under this Agreement constitutes fair consideration and reasonably equivalent value for the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificates; and (vi) the representations and warranties of the Depositor in Section 3.1 of the Receivables Purchase Agreement are true and correctMortgage Loans.

Representations and Warranties of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Trustee thatTrustee, the Master Servicer, CIFG and the Servicer that as of the Closing Date: (i) The Depositor is a corporation duly formed and validly existing under the laws governing its creation and existence, is in compliance with the laws of each state in which any Mortgaged Property or the Depositor has been duly organized is located or doing business and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, has the power, authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and has the power, authority and legal right to acquire, own and sell the Receivables; (ii) 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 each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would materially and adversely affect the performance by the Depositor nature of its obligations underbusiness, or the validity properties owned or enforceability of, this Trust Agreement, any of the other Transaction Documents to which the Depositor is a party, the Receivables, the Notes or the Certificates; (iii) the leased by it make such qualification necessary. The Depositor has the power and all requisite authority to executeown and operate its properties, deliver to carry out its business as presently conducted and perform as proposed to be conducted and to enter into and discharge its obligations under this Trust Agreement and the other Transaction Operative Documents to which it is a party, ; (ii) The execution and the Depositor has the power and authority to sell, assign, transfer and convey the property to be sold and transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Trust Agreement and the other Transaction Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary corporate action on the part of the Depositor by all necessary limited liability company action; (iv) the execution, delivery and performance by the Depositor of this Trust Agreement and the other Transaction Documents to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict withviolate the Depositor’s Charter or Bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement of the Depositor or of, any material indenturecontract, agreement, mortgage, deed of trust agreement or other instrument to which the Depositor is a party or by which the Depositor is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Trust Agreement), or violate any law, statute or any order, rule or regulation applicable to the Depositor or its properties of any federal or State regulatory body, court, administrative governmental agency or body or other governmental instrumentality tribunal having jurisdiction over the Depositor or any of its properties; (iii) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law); (iv) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party; (v) there are no proceedings No litigation, proceeding or investigations investigation is pending with respect to which the Depositor has received service of process or, to the knowledge best of the Depositor’s knowledge, threatened against the Depositor before which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any court, regulatory body, administrative agency other Operative Documents to which it is a party or other governmental instrumentality having jurisdiction over that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties (A) asserting or might have consequences that would materially and adversely affect the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any validity or enforceability of the other Transaction DocumentsMortgage Loans, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a party; (vi) [Reserved]; (vii) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Mortgage Loan, the Depositor had good and equitable title to each Mortgage Loan subject to no prior lien (except, with respect to any second lien Mortgage Loan, the related First Lien), claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature; (viii) As of the Closing Date, the Depositor has transferred all right, title and interest in the Mortgage Loans to the Trustee on behalf of the Trust Fund; (ix) The Depositor is solvent and will not be made insolvent by the transfer of the Mortgage Loans, and the Depositor is not aware of any impending insolvency. The Depositor has not transferred the Mortgage Loans to the Trustee on behalf of the Trust Fund with any intent to hinder, delay or defraud any of its creditors; (x) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and 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 Trust Agreement, Agreement and the Sale and Servicing Agreement, other Operative Documents on the Indenture or any part of the other Transaction Documents, (C) seeking any determination or ruling that would materially Depositor and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, under this Trust Agreement, the Sale Agreement and Servicing Agreement, the Indenture, any such of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the CertificatesOperative Documents to which it is a party; and (vixi) the representations The transfer, assignment and warranties 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 Section 3.1 of the Receivables Purchase Agreement are true and correcteffect in any applicable jurisdiction.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to as of the Owner Trustee Closing Date and as of each Addition Date, or as of such other date specified in such representation and warranty, that: (ia) the The Depositor has been duly organized and is validly existing as a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware, Delaware and has the full limited liability company power, authority and legal right to own its properties and to conduct its business as such properties are currently presently owned and as such business is currently presently conducted, and has the powerto execute, authority deliver and legal right to acquire, own and sell the Receivables; (ii) the perform its obligations under this Agreement. The Depositor is duly qualified to do business and is in good standing as a foreign limited liability company in good standing entity, and has obtained all necessary licenses and approvals in each jurisdiction in which the failure necessary to so qualify or carry on its business as presently conducted and to obtain such licenses perform its obligations under this Agreement. (b) The execution, delivery and approvals would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, any each of the other Transaction Documents to which the Depositor is a party, the Receivables, the Notes or the Certificates; (iii) the Depositor has the power and authority to execute, deliver and perform its obligations under this Trust Agreement and the other Transaction Facility Documents to which it is a party, party and the consummation by the Depositor has of the power and authority to sell, assign, transfer and convey the property to be sold and transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of transactions provided for in this Trust Agreement and the each other Transaction Documents Facility Document to which the Depositor it is a party have been duly authorized by the Depositor by all necessary limited liability company action;. (ivc) This Agreement and each other Facility Document to which it is a party has been duly and validly executed and delivered by the Depositor and constitutes the legal, valid and binding obligation of the Depositor, enforceable against it in accordance with its respective terms, except as such enforceability may be subject to or limited by Debtor Relief Laws or by general principles of equity (whether considered in a suit at law or in equity). (d) The execution, delivery and performance by the Depositor of this Trust Agreement and the each other Transaction Documents Facility Document to which it is a party and the consummation by the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and do not contravene (i) the fulfillment of the terms hereof and thereof will not conflict with, result in a breach of any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or Depositor’s limited liability company agreement of agreement, (ii) any law, rule or regulation applicable to the Depositor or Depositor, (iii) any contractual restriction contained in any material indenture, loan or credit agreement, lease, mortgage, deed of trust trust, security agreement, bond, note, or other material agreement or instrument binding on the Depositor or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting the Depositor or its properties (except where such contravention would not have a Material Adverse Effect with respect to the Depositor or its properties), and do not result in (except as provided in the Facility Documents) or require the creation of any Lien upon or with respect to any of its properties; and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. To the extent that this representation is being made with respect to Title I of ERISA or Section 4975 of the Code, it is made subject to the assumption that none of the assets being used to purchase the Pool Loans and Pool Assets constitute assets of any Benefit Plan or Plan with respect to which the Depositor is a party in interest or by which the Depositor is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Trust Agreement), or violate any law, order, rule or regulation applicable to the Depositor or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties;disqualified person. (ve) there There are no proceedings or investigations pending orpending, or to the best knowledge of the DepositorDepositor threatened, threatened against the Depositor before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, Agreement or any of the other Transaction Documents, the Notes or the CertificatesFacility Document to which it is a party, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture Agreement or any of the other Transaction DocumentsFacility Document to which it is a party, (C) seeking any determination or ruling that would materially and adversely affect the performance validity or enforceability of this Agreement or any other Facility Document to which it is a party or (D) seeking any determination or ruling that would, if adversely determined, be reasonably likely to have a Material Adverse Effect with respect to the Depositor. (f) All approvals, authorizations, consents or orders of any court or governmental agency or body required in connection with the execution and delivery by the Depositor of its obligations underthis Agreement or any other Facility Document to which it is a party, the consummation by it of the transactions contemplated hereby or thereby and the validity or enforceability performance by it of, this Trust Agreementand the compliance by it with, the Sale terms hereof or thereof, have been obtained, except where the failure to do so would not have a Material Adverse Effect with respect to the Depositor. (g) The Depositor, both prior to and Servicing Agreementimmediately after giving effect to the sale of Pool Loans to the Issuer on such date, (A) is not insolvent (as such term is defined in the Bankruptcy Code), (B) is able to pay its debts as they become due and (C) does not have unreasonably small capital for the business in which it is engaged or for any business or transaction in which it is about to engage. (h) The Depositor has observed the applicable legal requirements on its part for the recognition of the Depositor as a legal entity separate and apart from each of the Seller, the Indenture, Seller Subsidiaries and any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) their respective Affiliates. It is understood and agreed that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificates; and (vi) the representations and warranties contained in this Section 6 shall remain operative and in full force and effect, shall survive the transfer and conveyance of the Pool Loans by the Depositor to the Issuer and the grant of a security interest in Section 3.1 the Pool Assets by the Issuer to the Collateral Agent and shall inure to the benefit of the Receivables Issuer, the Trustee, the Collateral Agent and the Noteholders and their respective designees, successors and assigns. The Depositor hereby assigns to the Issuer its rights relating to the Series 2002-1 Pool Loans under the related Purchase Agreement are true Agreements, including without limitation any rights the Depositor may have to payments due from the related Seller for repurchases of Defective Loans (as such term is defined in such Purchase Agreement) resulting from the breach of representations and correctwarranties made under such Purchase Agreement.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (i) the Depositor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, has the power, authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and has the power, authority and legal right to acquire, own and sell the Receivables; (ii) 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 each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would materially and adversely affect the performance by the Depositor of its Table of Contents obligations under, or the validity or enforceability of, this Trust Agreement, any of the other Transaction Documents to which the Depositor is a party, the Receivables, the Notes or the Certificates; (iii) the Depositor has the power and authority to execute, deliver and perform its obligations under this Trust Agreement and the other Transaction Documents to which it is a party, and the Depositor has the power and authority to sell, assign, transfer and convey the property to be sold and transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company action; (iv) the execution, delivery and performance by the Depositor of this Trust Agreement and the other Transaction Documents to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach of any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement 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 the Depositor is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Trust Agreement), or violate any law, order, rule or regulation applicable to the Depositor or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties; (v) there are no proceedings or investigations pending or, to the knowledge of the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificates; and (vi) the representations and warranties of the Depositor in Section 3.1 of the Receivables Purchase Agreement are true and correct.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee other parties hereto as of the Closing Date that: (ia) the The Depositor has been duly organized and is validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, has the power, with full power and authority and legal right to own its properties assets and to conduct its business as such properties are currently owned and such business is currently presently being conducted, and has the power, authority and legal right to acquire, own and sell the Receivables;. (iib) 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 each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, any of the other Transaction Documents to which the Depositor is a party, the Receivables, the Notes or the Certificates; (iii) the The Depositor has the full corporate power and authority to execute, execute and deliver this Agreement and to perform its obligations under this Trust Agreement and the other Transaction Documents to which it is a party, and the Depositor has the power and authority to sell, assign, transfer and convey the property to be sold and transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company actionhereunder, and the execution, delivery and performance of this Trust Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Depositor and the consummation of the transactions contemplated hereby have been duly and validly authorized. (c) 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 applicable bankruptcy, insolvency, reorganization, moratorium or other Transaction Documents similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity). (d) None of the execution and delivery of this Agreement, the transactions contemplated hereby or the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with or result in a breach of any of the terms, Certificate of Formation or bylaws or any legal restriction or any agreement or instrument to which the Depositor is now a party have been duly authorized or by which it is bound, or constitute a default or result in the violation of any law, rule, regulation, order, judgment or decree to which Depositor by all necessary limited liability company action;or its property is subject, or impair the ability of the Trust to realize on the Mortgage Loans, or impair the value of the Mortgage Loans. (ive) 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 this Trust Agreement and the other Transaction Documents to which or compliance by the Depositor with this Agreement, or if required, such consent, approval, authorization or order has been obtained prior to the related Closing Date. (f) There is a partyno action, suit, proceeding or investigation pending or to its knowledge threatened against the consummation of Depositor which, either individually or in the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict withaggregate, may result in a breach of any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement 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 the Depositor is bound or to which any of its properties are subject, or result adverse change in the creation business, operations, financial condition, properties or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Trust Agreement), or violate any law, order, rule or regulation applicable to the Depositor or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties; (v) there are no proceedings or investigations pending or, to the knowledge assets of the Depositor, threatened against or in any material impairment of the right or ability of the Depositor before to carry on its business substantially as now conducted, or which would draw into question the validity of this Agreement or the Mortgage Loans or of any courtaction taken or to be contemplated herein, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over which would be likely to impair materially the ability of the Depositor or its properties (A) asserting to perform under the invalidity terms of this Trust Agreement, . (g) Immediately prior to the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect the performance transfer by the Depositor to the Trustee 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 Sellers) subject to no prior lien, claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature. (h) As of the Closing Date, the Depositor has transferred all right, title and interest in the Mortgage Loans to the Trust. (i) The Depositor has not transferred the Mortgage Loans to the Trust Fund with any intent to hinder, delay or defraud any of its obligations under, or creditors. (j) The consideration received by the validity or enforceability of, this Trust Agreement, Depositor upon the Sale and Servicing Agreement, the Indenture, any sale of the other Transaction Documents, Mortgage Loans under this Agreement constitutes fair consideration and reasonably equivalent value for the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificates; and (vi) the representations and warranties of the Depositor in Section 3.1 of the Receivables Purchase Agreement are true and correctMortgage Loans.

Representations and Warranties 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: (ia) the The Depositor has been is a corporation duly organized and is organized, validly existing as a limited liability company and in good standing under the laws of the State jurisdiction of Delawareits organization and has, has the powerand had at all relevant times, authority and legal right full power to own its properties and property, to conduct carry on its business as such properties are currently owned and such business is currently conducted, to enter into and has the power, authority and legal right perform its obligations under each Basic Document to acquire, own and sell the Receivableswhich it is a party; (iib) The execution and delivery by the Depositor of each Basic Document to which the Depositor is a party and its performance of and compliance with all of the terms thereof will not violate the Depositor's organizational documents 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 or acceleration of, any material 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 qualified authorized the execution, delivery and performance of each Basic Document to do business as which it is a foreign limited liability company in good standing party and has obtained all necessary licenses duly executed and approvals delivered each Basic Document to which it is a party; 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 terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or 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 jurisdiction in Basic Document to which the failure Depositor is a party and its performance and compliance with the terms of each Basic Document to so qualify which the Depositor is a party will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or any of its properties or materially and adversely affect the performance of any of its duties hereunder; (e) There are no actions or proceedings against, or investigations of, the Depositor currently pending with regard to obtain such licenses which the Depositor has received service of process and approvals no action or proceeding against, or investigation of, the Depositor is, to the knowledge of the Depositor, threatened or otherwise pending before any court, administrative agency or other tribunal that (A) if determined adversely to the Depositor, would prohibit its entering into any of the Basic Documents to which it is a party or render the Securities invalid, (B) seek to prevent the issuance of the Securities or the consummation of any of the transactions contemplated by any of the Basic Documents to which it is a party or (C) if determined adversely to the Depositor, would reasonably be expected to prohibit or materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreementany of the Basic Documents to which it is a party or the Securities (it being understood that the satisfaction of the Financial Covenants by the Loan Originator is not considered an obligation of the Depositor); (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 other Transaction 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, the Receivablesexcept for such consents, the Notes or the Certificatesapprovals, authorizations and orders, if any, that have been obtained prior to such date; (iiig) the The Depositor is solvent, is able to pay its debts as they become due and has the power capital sufficient to carry on its business and authority to execute, deliver and perform its obligations under this Trust Agreement hereunder; it will not be rendered insolvent by the execution and delivery of any of the other Transaction Basic Documents to which it is a partyparty 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 or Residual Securities 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 and Residual Security sold thereon by the Depositor free and clear of any lien other than any such lien released simultaneously with the 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 Depositor has Trust will be the power sole owner of, each Loan and authority to sell, assign, transfer and convey the property to be sold and Residual Security transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company actionthereon free and clear of any lien; (ivj) The Depositor acquired title to each of the execution, delivery Loans and performance Residual Securities sold thereon by the Depositor in good faith, without notice of this Trust Agreement and any adverse claim; (k) None of the other Transaction Basic Documents to which the Depositor is a party, nor any Officer's Certificate, statement, report or other document prepared by the consummation of the transactions contemplated hereby Depositor and thereby and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach of furnished or to be furnished by it pursuant to any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement of the Depositor or any material indenture, agreement, mortgage, deed of trust or other instrument Basic Documents to which the Depositor 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" under the Investment Company Act of 1940, as amended; (m) The transfer, assignment and conveyance of the Loans and the Residual Securities by which the Depositor is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than thereon pursuant to this Trust Agreement), or violate any law, order, rule or regulation applicable Agreement is not subject to the Depositor or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor bulk transfer laws or any of its propertiessimilar statutory provisions in effect in any applicable jurisdiction; (vn) there The Depositor's principal place of business and chief executive offices are no proceedings located at Irvine, California or investigations pending or, at such other address as shall be designated by such party in a written notice to the knowledge of other parties hereto; (o) The Depositor covenants that during the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity continuance of this Trust Agreement, Agreement it will comply in all respects with the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor provisions of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificatesorganizational documents in effect from time to time; and (vip) the The representations and warranties of the Depositor set forth in Section 3.1 of the Receivables Purchase Agreement are (h), (i), (j) and (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 and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Delaware Trustee solely as to itself that: (ia) the The Depositor has been is duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, has the power, with power and authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and has the power, authority and legal right to acquire, own and sell the Receivables;. (iib) 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 each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, any of the other Transaction Documents to which the Depositor is a party, the Receivables, the Notes or the Certificates; (iii) the The Depositor has the power and authority to execute, execute and deliver and perform its obligations under this Trust Agreement and the other Transaction Documents to which it is a party, and carry out its terms; the Depositor has the full power and authority to sell, assign, transfer sell and convey assign the property to be sold and transferred 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 transfer 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 Trust Agreement and the other Transaction Documents to which the Depositor is a party have has been duly authorized by the Depositor by all necessary limited liability company action;. (ivc) the execution, delivery This Trust Agreement has been duly executed and performance delivered by the Depositor and constitutes a legal, valid and binding obligation of this Trust Agreement and the other Transaction Documents to which the Depositor is a partyenforceable in accordance with its terms, the subject to applicable bankruptcy, insolvency, reorganization and similar laws relating to creditors’ rights and subject to general principles of equity. (d) The consummation of the transactions contemplated hereby and thereby by this Trust Agreement and the fulfillment of the terms hereof and thereof will do not conflict with, result in a any breach of any of the terms and provisions of of, or constitute (with or without notice or lapse of time or both) a default under under, the certificate of formation or limited liability company agreement of the Depositor Depositor, or any material indenture, agreement, mortgage, deed of trust agreement or other instrument to which the Depositor is a party or by which the Depositor it is bound or to which any of its properties are subject, or 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, mortgage, deed of trust agreement or other instrument (other than pursuant to this Trust Agreementthe Basic Documents), or ; nor violate any lawlaw or, to the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor or its properties of any federal court or State regulatory body, court, administrative agency of any Federal or other governmental instrumentality having jurisdiction over the Depositor or any of its properties; (v) there are no proceedings or investigations pending or, to the knowledge of the Depositor, threatened against the Depositor before any court, state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificates; and (vi) the representations and warranties of the Depositor in Section 3.1 of the Receivables Purchase Agreement are true and correctproperties.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Master Servicer, the Certificate Insurer and the Trustee thatas follows, as of the date hereof and as of the Closing Date: (i) the The Depositor has been is duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, Delaware and has the power, full power and authority and legal right 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 currently conducted, to enter into and has the power, authority and legal right to acquire, own and sell the Receivables; (ii) 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 each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would materially and adversely affect the performance by the Depositor of perform its obligations under, or the validity or enforceability of, under this Trust Agreement, Agreement and any of the other Transaction Documents to which the Depositor it is a party, the Receivables, the Notes or the Certificates;. (iiiii) the The Depositor has the full power and authority to execute, deliver and perform its obligations under perform, and to enter into and consummate the transactions contemplated by, this Trust Agreement and any other Transaction Documents to which it is a party and has duly authorized, by all necessary corporate action on its part, the execution, delivery and performance of this Agreement and any other Transaction Documents to which it is a party, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto or thereto, constitutes a legal, valid and binding obligation of the Depositor, enforceable against the 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. (iii) The execution and delivery of this Agreement and any other Transaction Documents to which it is a party by the Depositor, the consummation of the transactions contemplated by this Agreement and any other Transaction Documents to which it is a party, and the Depositor has the power and authority to sell, assign, transfer and convey the property to be sold and transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company action; (iv) the execution, delivery and performance by the Depositor of this Trust Agreement and the other Transaction Documents to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of or compliance with the terms hereof and thereof are in the ordinary course of business of the Depositor and will not conflict with, (A) result in a material breach of any term or provision of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement of the Depositor or (B) conflict with, result in a breach, violation or acceleration of, or result in a default under, the terms of any other material indenture, agreement, mortgage, deed of trust agreement or other instrument to which the Depositor is a party or by which the Depositor is it may be bound or to which any of its properties are subject, or result in the creation or imposition (C) constitute a violation of any lien upon any of its properties pursuant to the terms of any such indenturestatute, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Trust Agreement), or violate any law, order, rule order or regulation applicable to the Depositor or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties; (v) there are no proceedings or investigations pending or, to the knowledge of the Depositor, threatened against the Depositor 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 its properties (A) asserting 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 invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, Depositor’s ability to perform or meet any of the its obligations under this Agreement and any other Transaction DocumentsDocuments to which it is a party. (iv) No litigation is pending, or, to the Notes or the Certificates, (B) seeking to prevent the issuance best of the Notes or Depositor’s knowledge, threatened, against the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling Depositor that would materially and adversely affect the execution, delivery or enforceability of this Agreement and any other Transaction Documents to which it is a party or the ability of the Depositor to perform its obligations under this Agreement and any other Transaction Documents to which it is a party in accordance with the terms hereof or thereof. (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 Depositor with this Agreement and any other Transaction Documents to which it is a party or enforceability ofthe consummation of the transactions contemplated hereby or thereby, this Trust Agreementor if any such consent, approval, authorization or order is required, the Sale Depositor has obtained the same. The Depositor hereby represents and Servicing Agreementwarrants to the Trustee and the Certificate Insurer as of the Closing Date, following the transfer of the Mortgage Loans to it by the Sellers, the IndentureDepositor had good title to the Mortgage Loans and the related Mortgage Notes were subject to no offsets, any of the other Transaction Documentsclaims, the Receivables, the Notes defenses or the Certificates, or (D) counterclaims. It is understood and agreed that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificates; and (vi) the representations and warranties set forth in this Section 2.04 shall survive delivery of the Depositor in Section 3.1 Mortgage Files to the Trustee or the Custodian for the benefit of the Receivables Purchase Agreement are true Certificateholders and correctthe Certificate Insurer. Upon discovery by the Depositor or the Trustee or the Certificate Insurer of a breach of such representations and warranties, the party discovering such breach shall give prompt written notice to the others, to each Rating Agency and to the Certificate Insurer.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ia) the The Depositor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, has the with power, authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and had at all relevant times, and has the power, authority and legal right to acquire, own and sell the Receivables;. (iib) the 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 each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, any of the other Transaction Basic Documents to which the Depositor it is a party, the Receivables, the Notes or the Certificates;. (iiic) the The Depositor has the power and authority to execute, deliver and perform its obligations under this Trust Agreement and the each other Transaction Documents Basic Document to which it is a party, and ; the Depositor has the full power and authority to sell, assign, transfer and convey the property to be sold and transferred assigned to and deposited with the Owner Trustee as part of the Owner Trust Estate and the Depositor has duly authorized such transfer sale and assignment and deposit to the Issuer by all necessary limited liability company action, ; and the execution, delivery and performance of this Trust Agreement and the other Transaction Basic Documents to which the Depositor it is a party have been duly authorized by the Depositor by all necessary limited liability company action;. (ivd) This Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable in accordance with its terms, except as such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (e) The execution, delivery and performance by the Depositor of this Trust Agreement and the each other Transaction Documents Basic Document to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will do not conflict with, result in a any breach of any of the terms and provisions of or of, nor constitute (with or without notice or lapse of time or both) a default under under, the certificate of formation or limited liability company agreement of the Depositor Depositor, or conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement, mortgage, deed of trust agreement or other instrument to which the Depositor is a party or by which the Depositor it is bound or to which any of its properties are subject, or ; nor result in the creation or imposition of any lien Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust agreement or other instrument (other than pursuant to this Trust Agreementthe Basic Documents), or ; nor violate any lawlaw or, orderto the best of the Depositor's knowledge, any order of any court, rule or regulation applicable to the Depositor or its properties or of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties;; which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (vf) there There are no proceedings or investigations pending or, to the knowledge of the Depositor's knowledge, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (Ai) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Basic Documents, the Notes or the Certificates, (Bii) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale Agreement and Servicing Agreement, the Indenture or any of the other Transaction Basic Documents, (Ciii) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Basic Documents, the Receivables, the Notes or the Certificates, Certificates or (Div) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust Issuer or of the Notes or the Certificates; and. (vig) the The representations and warranties of the Depositor in Section 3.1 3.01 of the Receivables Purchase Agreement are true and correct.

Representations and Warranties of the Depositor. The ----------------------------------------------- Depositor hereby represents and warrants to the Owner Indenture Trustee and the Enhancer, as of the Closing Date and as of each Subsequent Transfer Date, that: (ia) the Depositor has been duly organized and is a corporation, validly existing as a limited liability company and in good standing under the laws of the State of Delaware, and has the power, full power and authority and legal right to own its properties assets and to conduct its transact the business as such properties are currently owned and such business in which it is currently conducted, and has the power, authority and legal right to acquire, own and sell the Receivables; (ii) the engaged. The Depositor is duly qualified to do business as a foreign limited liability company corporation and is in good standing and has obtained all necessary licenses and approvals in each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, any character of the other Transaction Documents to business transacted by it or any properties owned or leased by it requires such qualification and in which the Depositor is failure so to qualify would have a partymaterial adverse effect on the business, properties, assets or condition (financial or otherwise) of the Receivables, the Notes or the CertificatesDepositor; (iiib) the Depositor has the full power and authority to make, execute, deliver and perform its obligations under this Trust Agreement and all of the other Transaction Documents to which it is a partytransactions contemplated hereunder, and the Depositor has the power and authority to sell, assign, transfer and convey the property to be sold and transferred to and deposited with the Trust and has duly authorized such transfer and deposit by taken all necessary limited liability company action, and corporate action to authorize the execution, delivery and performance of this Trust Agreement. When executed and delivered, this Agreement will constitute the legal, valid and the other Transaction Documents to which binding obligation of the Depositor is a party have been duly authorized enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and by the Depositor by all necessary limited liability company actionavailability of equitable remedies; (ivc) Depositor is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement; (d) the execution, delivery and performance of this Agreement by the Depositor of this Trust Agreement and the other Transaction Documents to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach violate any provision of any existing law or regulation or any order decree of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement of any court applicable to the Depositor or any provision of the articles of incorporation or bylaws of the Depositor, or constitute a material breach of any mortgage, indenture, agreement, mortgage, deed of trust contract or other instrument agreement to which the Depositor is a party or by which the Depositor is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Trust Agreement), or violate any law, order, rule or regulation applicable to the Depositor or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its propertiesit may be bound; (ve) there are no proceedings Proceeding of or investigations before any court, tribunal or governmental body is currently pending or, to the knowledge of the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of its properties or with respect to this Agreement or the other Transaction DocumentsSecurities; and (f) this Agreement (i) constitutes a valid transfer and assignment to the Trust of all right, (C) seeking any determination or ruling that would materially title and adversely affect the performance by interest of the Depositor in and to the Initial Mortgage Loans, all monies due or to become due with respect thereto, all proceeds of its obligations undersuch Initial Mortgage Loans, such funds as are from time to time on deposit in the Collection Account or Trustee Collection Account and all other property specified in the validity or enforceability of, this definition of "Trust Agreement, the Sale and Servicing Agreement, the Indenture, any Estate" as being part of the other Transaction Documents, the Receivables, the Notes or the Certificates, Trust Estate; or (Dii) that would adversely affect constitutes a grant of a security interest, as defined in the federal tax attributes or Applicable Tax UCC as in effect in the State franchise or income tax attributes of New York, in such property in favor of the Trust or the Owner Trustee on behalf of the Notes or Trust; provided, that if the Certificates; and (vi) Indenture Trustee obtains and maintains possession of the Mortgage File for each Mortgage Loan, the Trust shall have a first priority perfected security interest in such property. The representations and warranties set forth in this Section shall survive the sale and assignment of the Depositor in Section 3.1 Mortgage Loans to the Trust. Upon discovery of a breach of any representation or warranty that materially and adversely affects the interests of the Receivables Purchase Agreement are true Securityholders or the Enhancer, the party discovering such breach shall give prompt written notice to the other parties hereto and correctto the Enhancer. Within 90 days of its discovery or its receipt of notice of such breach or, with the prior written consent of a Responsible Officer of the Indenture Trustee, such longer period specified in such consent, the Depositor shall cure such breach in all material respects.

Representations and Warranties of the Depositor. The ----------------------------------------------- Depositor hereby represents and warrants to the Owner Trustee that: (i) the Depositor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, has the power, authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and has the power, authority and legal right to acquire, own and sell the Receivables; (ii) 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 each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, any of the other Transaction Documents to which the Depositor is a party, the Receivables, the Notes or the Certificates; (iii) the Depositor has the power and authority to execute, deliver and perform its obligations under this Trust Agreement and the other Transaction Documents to which it is a party, and the Depositor has the power and authority to sell, assign, transfer and convey the property to be sold and transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company action; (iv) the execution, delivery and performance by the Depositor of this Trust Agreement and the other Transaction Documents to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach of any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate articles of formation or limited liability company agreement 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 the Depositor is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Trust Agreement), or violate any law, order, rule or regulation applicable to the Depositor or its properties of any federal or State state regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties; (v) there are no proceedings or investigations pending or, to the knowledge of the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificates; and (vi) the representations and warranties of the Depositor in Section 3.1 of the Receivables Purchase Agreement are true and correct.

Representations and Warranties 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, as of each Transfer Date: (ia) the The Depositor has been is a corporation duly organized and is organized, validly existing as a limited liability company and in good standing under the laws of the State jurisdiction of Delawareits organization and has, has the powerand had at all relevant times, authority and legal right full power to own its properties and property, to conduct carry on its business as such properties are currently owned and such business is currently conducted, to enter into and has the power, authority and legal right perform its obligations under each Basic Document to acquire, own and sell the Receivableswhich it is a party; (iib) The execution and delivery by the Depositor of each Basic Document to which the Depositor is a party and its performance of and compliance with all of the terms thereof will not violate the Depositor's organizational documents 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 or acceleration of, any material 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 qualified authorized the execution, delivery and performance of each Basic Document to do business as which it is a foreign limited liability company in good standing party and has obtained all necessary licenses duly executed and approvals delivered each Basic Document to which it is a party; 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 terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or 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 jurisdiction in Basic Document to which the failure Depositor is a party and its performance and compliance with the terms of each Basic Document to so qualify which the Depositor is a party will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or any of its properties or materially and adversely affect the performance of any of its duties hereunder; (e) There are no actions or proceedings against, or investigations of, the Depositor currently pending with regard to obtain such licenses which the Depositor has received service of process and approvals no action or proceeding against, or investigation of, the Depositor is, to the knowledge of the Depositor, threatened or otherwise pending before any court, administrative agency or other tribunal that (A) if determined adversely to the Depositor, would reasonably be expected to prohibit its entering into any of the Basic Documents to which it is a party or render the Securities invalid, (B) seek to prevent the issuance of the Securities or the consummation of any of the transactions contemplated by any of the Basic Documents to which it is a party or (C) if determined adversely to the Depositor, would reasonably be expected to prohibit or materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreementany of the Basic Documents to which it is a party or the Securities; (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 other Transaction 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, the Receivablesexcept for such consents, the Notes or the Certificatesapprovals, authorizations and orders, if any, that have been obtained prior to such date; (iiig) the The Depositor is solvent, is able to pay its debts as they become due and has the power capital sufficient to carry on its business and authority to execute, deliver and perform its obligations under this Trust Agreement hereunder; it will not be rendered insolvent by the execution and delivery of any of the other Transaction Basic Documents to which it is a partyparty 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 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 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 Depositor has Trust will be the power and authority to sellsole owner of, assign, transfer and convey the property to be sold and each Loan transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company actionthereon free and clear of any lien; (ivj) The Depositor acquired title to each of the execution, delivery and performance Loans sold thereon by the Depositor in good faith, without notice of this Trust Agreement and any adverse claim; (k) None of the other Transaction Basic Documents to which the Depositor is a party, nor any Officer's Certificate, statement, report or other document prepared by the consummation of the transactions contemplated hereby Depositor and thereby and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach of furnished or to be furnished by it pursuant to any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement of the Depositor or any material indenture, agreement, mortgage, deed of trust or other instrument Basic Documents to which the Depositor 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," under the Investment Company Act of 1940, as amended; (m) The transfer, assignment and conveyance of the Loans by which the Depositor is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than thereon pursuant to this Trust Agreement), or violate any law, order, rule or regulation applicable Agreement is not subject to the Depositor or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor bulk transfer laws or any of its propertiessimilar statutory provisions in effect in any applicable jurisdiction; (vn) there The Depositor's principal place of business and chief executive offices are no proceedings or investigations pending or, to the knowledge of the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificateslocated at Irvine California; and (vio) The Depositor covenants that during the representations and warranties continuance of this Agreement it will comply in all respects with the Depositor provisions of its organizational documents in Section 3.1 of the Receivables Purchase Agreement are true and correcteffect from time to time.

Representations and Warranties 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: (ia) the The Depositor has been is a corporation duly organized and is organized, validly existing as a limited liability company and in good standing under the laws of the State jurisdiction of Delawareits organization and has, has the powerand had at all relevant times, authority and legal right full power to own its properties and property, to conduct carry on its business as such properties are currently owned and such business is currently conducted, to enter into and has the power, authority and legal right perform its obligations under each Basic Document to acquire, own and sell the Receivableswhich it is a party; (iib) The execution and delivery by the Depositor of each Basic Document to which the Depositor is a party and its performance of and compliance with all of the terms thereof will not violate the Depositor’s organizational documents 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 or acceleration of, any material 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 qualified authorized the execution, delivery and performance of each Basic Document to do business as which it is a foreign limited liability company in good standing party and has obtained all necessary licenses duly executed and approvals delivered each Basic Document to which it is a party; 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 terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or 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 jurisdiction in Basic Document to which the failure Depositor is a party and its performance and compliance with the terms of each Basic Document to so qualify which the Depositor is a party will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or any of its properties or materially and adversely affect the performance of any of its duties hereunder; (e) There are no actions or proceedings against, or investigations of, the Depositor currently pending with regard to obtain such licenses which the Depositor has received service of process and approvals no action or proceeding against, or investigation of, the Depositor is, to the knowledge of the Depositor, threatened or otherwise pending before any court, administrative agency or other tribunal that (A) if determined adversely to the Depositor, would prohibit its entering into any of the Basic Documents to which it is a party or render the Securities invalid, (B) seek to prevent the issuance of the Securities or the consummation of any of the transactions contemplated by any of the Basic Documents to which it is a party or (C) if determined adversely to the Depositor, would prohibit or materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreementany of the Basic Documents to which it is a party or the Securities; (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 other Transaction 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, the Receivablesexcept for such consents, the Notes or the Certificatesapprovals, authorizations and orders, if any, that have been obtained prior to such date; (iiig) the The Depositor is solvent, is able to pay its debts as they become due and has the power capital sufficient to carry on its business and authority to execute, deliver and perform its obligations under this Trust Agreement hereunder; it will not be rendered insolvent by the execution and delivery of any of the other Transaction Basic Documents to which it is a partyparty 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 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 Depositor has Trust will be the power and authority to sellsole owner of, assign, transfer and convey the property to be sold and each Loan transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company actionthereon free and clear of any lien; (ivj) The Depositor acquired title to each of the execution, delivery and performance Loans sold thereon by the Depositor in good faith, without notice of this Trust Agreement and any adverse claim; (k) None of the other Transaction Basic Documents to which the Depositor is a party, nor any Officer’s Certificate, statement, report or other document prepared by the consummation of the transactions contemplated hereby Depositor and thereby and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach of furnished or to be furnished by it pursuant to any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement of the Depositor or any material indenture, agreement, mortgage, deed of trust or other instrument Basic Documents to which the Depositor 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,” under the Investment Company Act of 1940, as amended; (m) The transfer, assignment and conveyance of the Loans by which the Depositor is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than thereon pursuant to this Trust Agreement), or violate any law, order, rule or regulation applicable Agreement is not subject to the Depositor or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor bulk transfer laws or any of its propertiessimilar statutory provisions in effect in any applicable jurisdiction; (vn) there The Depositor’s principal place of business and chief executive offices are no proceedings located at Irvine, California or investigations pending or, at such other address as shall be designated by such party in a written notice to the knowledge of other parties hereto; (o) The Depositor covenants that during the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity continuance of this Trust Agreement, Agreement it will comply in all respects with the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor provisions of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificatesorganizational documents in effect from time to time; and (vip) the The representations and warranties of the Depositor set forth in Section 3.1 of the Receivables Purchase Agreement are (h), (i), (j) and (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 and Warranties of the Depositor. The ----------------------------------------------- Depositor hereby represents and warrants to the Owner Trustee that: (ia) the The Depositor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, has the with power, authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and has the had at all relevant times, and has, power, authority and legal right to acquire, own and sell the Receivables;. (iib) the 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 each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, any of the other Transaction Basic Documents to which the Depositor it is a party, the Receivables, the Notes or the Certificates;. (iiic) the The Depositor has the power and authority to execute, execute and deliver and perform its obligations under this Trust Agreement and the other Transaction Documents to which it is a party, and carry out its terms; the Depositor has the full power and authority to sell, assign, transfer sell and convey assign the property to be sold and transferred assigned to and deposited with the Owner Trustee as part of the Owner Trust Estate and the Depositor has duly authorized such transfer sale and assignment and deposit to the Issuer by all necessary limited liability company action, ; and the execution, delivery and performance of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company action;. (ivd) This Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable in accordance with its terms, except as such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (e) The execution, delivery and performance by the Depositor of this Trust Agreement and the other Transaction Basic Documents to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby by this Agreement and the fulfillment of the terms hereof and thereof will do not conflict with, result in a any breach of any of the terms and provisions of or of, nor constitute (with or without notice or lapse of time or bothtime) a default under under, the certificate of formation or limited liability company agreement of the Depositor Depositor, or conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement, mortgage, deed of trust agreement or other instrument to which the Depositor is a party or by which the Depositor it is bound or to which any of its properties are subject, or bound; nor result in the creation or imposition of any lien Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust agreement or other instrument (other than pursuant to this Trust Agreementthe Basic Documents), or ; nor violate any lawlaw or, to the best of the Depositor's knowledge, any order, rule or regulation applicable to the Depositor of any court or its properties of any federal or State state regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties;; which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (vf) there There are no proceedings or investigations pending or, to the knowledge of the Depositor's knowledge, threatened against the Depositor threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties properties: (Ai) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Basic Documents, the Notes or the Certificates, (Bii) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale Agreement and Servicing Agreement, the Indenture or any of the other Transaction Documents, Basic Documents or (Ciii) seeking any determination or ruling that would might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Basic Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificates; and (vi) the representations and warranties of the Depositor in Section 3.1 of the Receivables Purchase Agreement are true and correct.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (i) the Depositor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, has the power, authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and has the power, authority and legal right to acquire, own and sell the Receivables; (ii) 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 each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, any of the other Transaction Documents to which the Depositor is a party, the Receivables, the Notes or the Certificates; (iii) the Depositor has the power and authority to execute, deliver and perform its obligations under this Trust Agreement and the other Transaction Documents to which it is a party, and the Depositor has the power and authority to sell, assign, transfer and convey the property to be sold and transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company action; (iv) the execution, delivery and performance by the Depositor of this Trust Agreement and the other Transaction Documents to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach of any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate articles of formation or limited liability company agreement 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 the Depositor is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Trust Agreement), or violate any law, order, rule or regulation applicable to the Depositor or its properties of any federal or State state regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties; (v) there are no proceedings or investigations pending or, to the knowledge of the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificates; and (vi) the representations and warranties of the Depositor in Section 3.1 of the Receivables Purchase Agreement are true and correct.

Representations and Warranties of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Trustee thatother parties hereto and the Certificateholders that as of the Closing Date, as of each Transfer Date and as of each Purchase Value Excess Date: (ia) the The Depositor has been is a Delaware limited partnership duly organized and is organized, validly existing as a limited liability company and in good standing under the laws of the State of DelawareDelaware and has, has the powerand had at all relevant times, authority and legal right full power to own its properties and property, to conduct carry on its business as such properties are currently owned and such business is currently conducted, to enter into and has the power, authority and legal right perform its obligations under each Basic Document to acquire, own and sell the Receivableswhich it is a party; (iib) The execution and delivery of each Basic Document to which it is a party by the Depositor and its performance of and compliance with all of the terms thereof will not violate the Depositor's organizational documents 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 or acceleration of, any material contract, agreement or other instrument to which the Depositor is a party or which may be 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 it is a party, has duly qualified authorized the execution, delivery and performance of each Basic Document to do business as which it is a foreign limited liability company in good standing party and has obtained all necessary licenses duly executed and approvals delivered each Basic Document to which it is a party. 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 terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or 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 of each jurisdiction in Basic Document to which it is a party by the Depositor and its performance and compliance with the terms of each Basic Document to which it is a party will not constitute a violation with respect to, any order or decree of any court or any order or (e) There are no actions or proceedings against, or investigations of, the Depositor currently pending with regard to which the failure Depositor has received service of process and no action or proceeding against, or investigation of, the Depositor is, to so qualify the knowledge of the Depositor, threatened or otherwise pending before any court, administrative agency or other tribunal that (A) if determined adversely to obtain such licenses and approvals the Depositor, would prohibit its entering into any of the Basic Documents to which it is a party or render the Certificates invalid, (B) seek to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by any of the Basic Documents to which it is a party or (C) if determined adversely to the Depositor, would prohibit or materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, any of the other Transaction Basic Documents to which the Depositor it is a party, the Receivables, the Notes party or the Certificates; (iiif) the Depositor has the power and authority to executeNo consent, deliver and perform its obligations under this Trust Agreement and the other Transaction Documents to which it approval, authorization or order of any court or governmental agency or body is a party, and the Depositor has the power and authority to sell, assign, transfer and convey the property to be sold and transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company action; (iv) required for the execution, delivery and performance by the Depositor of, or compliance by the Depositor with, any of this Trust Agreement and the other Transaction Basic Documents to which the Depositor it is a partyparty or the Certificates, or for the consummation of the transactions contemplated hereby and thereby and the fulfillment by any of the terms hereof Basic Documents to which it is a party, except for such consents, approvals, authorizations and thereof orders, if any, that have been obtained prior to the Closing 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 conflict with, result in a breach be rendered insolvent by the execution and delivery of any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement of the Depositor or any material indenture, agreement, mortgage, deed of trust or other instrument Basic Documents to which the Depositor it is a party or by which the Depositor is bound or to which assumption of any of its properties are subjectobligations thereunder; no petition of bankruptcy (or similar insolvency proceeding) has been filed by or against the Depositor; (h) As of the Transfer Date related thereto, the Depositor did not sell the Loans sold thereon 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 in of such sale; (i) As of the creation or imposition Transfer Date related thereto, the Depositor had good title to, and was the sole owner of, each Loan sold thereon free and clear of any lien other than any such lien released simultaneously with the sale contemplated herein, and, immediately upon any of its properties pursuant each transfer and assignment herein contemplated, the Depositor will have delivered to the terms Trust good title to, and the Trust will be the sole owner of, each Loan transferred thereon free and clear of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Trust Agreement), or violate any law, order, rule or regulation applicable to the Depositor or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its propertieslien; (vj) there are no proceedings or investigations pending or, to the knowledge As of the DepositorTransfer Date related thereto, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any acquired title to each of the other Transaction DocumentsLoans sold thereon in good faith, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation without notice of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificates; and (vi) the representations and warranties of the Depositor in Section 3.1 of the Receivables Purchase Agreement are true and correct.adverse claim;

Representations and Warranties of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Trustee thatother parties hereto and the Noteholders that as of the Amendment Date and as of each Transfer Date: (ia) the The Depositor has been duly organized and is validly existing as a limited liability company duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delawareits organization and has, has the powerand had at all relevant times, authority and legal right full power to own its properties and property, to conduct carry on its business as such properties are currently owned conducted and such business to enter into and perform its obligations under each Basic Document to which it is currently conducted, and has the power, authority and legal right to acquire, own and sell the Receivablesa party; (iib) The execution and delivery by the Depositor of each Basic Document to which the Depositor is a party and its performance of and compliance with all of the terms thereof will not violate the Depositor's organizational documents 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 or acceleration of, any material 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 qualified authorized the execution, delivery and performance of each Basic Document to do business as which it is a foreign limited liability company in good standing party and has obtained all necessary licenses duly executed and approvals delivered each Basic Document to which it is a party; 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 terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or 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 jurisdiction in Basic Document to which the failure Depositor is a party and its performance and compliance with the terms of each Basic Document to so qualify which the Depositor is a party will not constitute a violation with respect to any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction over it or its business, which violation would materially and adversely affect the financial condition or operations of the Depositor or any of its properties or materially and adversely affect the performance of any of its duties hereunder; (e) There are no actions or proceedings against, or investigations of, the Depositor currently pending with regard to obtain such licenses which the Depositor has received service of process, and approvals no action or proceeding against, or investigation of, the Depositor is, to the knowledge of the Depositor, threatened or otherwise pending before any court, administrative agency or other tribunal that (A) would prohibit its entering into any of the Basic Documents to which it is a party or render the Securities invalid, (B) seeks to prevent the issuance of the Securities or the consummation of any of the transactions contemplated by any of the Basic Documents to which it is a party or (C) would prohibit or materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreementany of the Basic Documents to which it is a party or the Securities; (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 other Transaction 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, the Receivablesexcept for such consents, the Notes or the Certificatesapprovals, authorizations and orders, if any, that have been obtained prior to such date; (iiig) the The Depositor is solvent, is able to pay its debts as they become due and has the power capital sufficient to carry on its business and authority to execute, deliver and perform its obligations under this Trust Agreement hereunder; it will not be rendered insolvent by the execution and delivery of any of the other Transaction Basic Documents to which it is a partyparty or the assumption of any of its obligations thereunder; no petition of bankruptcy (or similar Bankruptcy Proceeding) has been filed by or against the Depositor; (h) The Depositor did not transfer the Purchased Assets sold to the Issuer 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 or pledge; (i) The Depositor had good and valid title to, and was the sole owner of the Purchased Assets sold by the Depositor to the Issuer, free and clear of any Lien other than Permitted Liens and any such Lien released simultaneously with the sale contemplated herein, and, immediately upon each transfer and assignment herein contemplated, the Depositor will have delivered to the Issuer good and valid title to, and the Depositor has Issuer will be the power and authority to sellsole owner of, assign, transfer and convey each item in the property to be sold and Purchased Assets transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company actionand, subject to the Indenture, the Indenture Trustee will have a first priority perfected security interest in each item of Collateral, in each case free and clear of any Lien; (ivj) The Depositor acquired title to the executionPurchased Assets in good faith, delivery and performance by without notice of any adverse claim; (k) None of the Depositor of this Trust Agreement and the other Transaction Basic Documents to which the Depositor is a party, nor any Officer's Certificate, statement, report or other document prepared by the consummation of the transactions contemplated hereby Depositor and thereby and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach of furnished or to be furnished by it pursuant to any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement of the Depositor or any material indenture, agreement, mortgage, deed of trust or other instrument Basic Documents to which the Depositor it is a party or by which in connection with the Depositor is bound transactions contemplated thereby contains any untrue statement of material fact or omits to which any of its properties are subject, state a material fact necessary to make the statements contained herein or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Trust Agreement), or violate any law, order, rule or regulation applicable to the Depositor or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its propertiestherein not misleading; (vl) there The Depositor is not required to be registered as an "investment company," under the 1940 Act; (m) The Depositor's principal place of business and chief executive offices are no proceedings located at 400 Hamilton Avenue, Suite 310, Palo Alto, California 94301, or investigations pending or, at s▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ shall be designated by such party in a written notice to the knowledge of other parties hereto; (n) The Depositor covenants that during the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity continuance of this Trust Agreement, Agreement it will comply in all respects with the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor provisions of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificatesorganizational documents in effect from time to time; and (vio) the representations and warranties The transfer of the Purchased Assets by the Depositor in Section 3.1 to the Issuer pursuant to the Basic Documents upon completion pursuant to the Basic Documents of the Receivables Purchase Agreement are true sale of the Notes by the Issuer to the Noteholders, was intended to constitute a financing of such Purchased Assets for tax and correctconsolidated accounting purposes (with a notation that it is treating the transfers as a sale for legal and all other purposes on its books, records and financial statements, in each case, consistent with GAAP).

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ia) the The Depositor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, has the with power, authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and had at all relevant times, and has the power, authority and legal right to acquire, own and sell the Receivables;. (iib) the 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 each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, any of the other Transaction Basic Documents to which the Depositor it is a party, the Receivables, the Notes or the Certificates;. (iiic) the The Depositor has the power and authority to execute, deliver and perform its obligations under this Trust Agreement and the each other Transaction Documents Basic Document to which it is a party, and ; the Depositor has the full power and authority to sell, assign, transfer and convey the property to be sold and transferred assigned to and deposited with the Owner Trustee as part of the Owner Trust Estate and the Depositor has duly authorized such transfer sale and assignment and deposit to the Issuer by all necessary limited liability company action, ; and the execution, delivery and performance of this Trust Agreement and the other Transaction Basic Documents to which the Depositor it is a party have been duly authorized by the Depositor by all necessary limited liability company action;. (ivd) This Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable in accordance with its terms, except as such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (e) The execution, delivery and performance by the Depositor of this Trust Agreement and the each other Transaction Documents Basic Document to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will do not conflict with, result in a any breach of any of the terms and provisions of or of, nor constitute (with or without notice or lapse of time or both) a default under under, the certificate of formation or limited liability company agreement of the Depositor Depositor, or conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement, mortgage, deed of trust agreement or other instrument to which the Depositor is a party or by which the Depositor it is bound or to which any of its properties are subject, or ; nor result in the creation or imposition of any lien Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust agreement or other instrument (other than pursuant to this Trust Agreementthe Basic Documents), or ; nor violate any lawlaw or, orderto the best of the Depositor's knowledge, any order of any court, rule or regulation applicable to the Depositor or its properties or of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties;; which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (vf) there There are no proceedings or investigations pending or, to the knowledge of the Depositor's knowledge, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (Ai) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Basic Documents, the Notes or the Certificates, (Bii) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture Agreement or any of the other Transaction Basic Documents, (Ciii) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Basic Documents, the Receivables, the Notes or the Certificates, Certificates or (Div) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust Issuer or of the Notes or the Certificates; and. (vig) the The representations and warranties of the Depositor in Section 3.1 3.01 of the Receivables Purchase Agreement are true and correct.

Representations and Warranties 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: (ia) the The Depositor has been is a corporation duly organized and is organized, validly existing as a limited liability company and in good standing under the laws of the State jurisdiction of Delawareits organization and has, has the powerand had at all relevant times, authority and legal right full power to own its properties and property, to conduct carry on its business as such properties are currently owned and such business is currently conducted, to enter into and has the power, authority and legal right perform its obligations under each Basic Document to acquire, own and sell the Receivableswhich it is a party; (iib) The execution and delivery by the Depositor of each Basic Document to which the Depositor is a party and its performance of and compliance with all of the terms thereof will not violate the Depositor's organizational documents 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 or acceleration of, any material 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 qualified authorized the execution, delivery and performance of each Basic Document to do business as which it is a foreign limited liability company in good standing party and has obtained all necessary licenses duly executed and approvals delivered each Basic Document to which it is a party; 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 terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or 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 jurisdiction in Basic Document to which the failure Depositor is a party and its performance and compliance with the terms of each Basic Document to so qualify which the Depositor is a party will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or any of its properties or materially and adversely affect the performance of any of its duties hereunder; (e) There are no actions or proceedings against, or investigations of, the Depositor currently pending with regard to obtain such licenses which the Depositor has received service of process and approvals no action or proceeding against, or investigation of, the Depositor is, to the knowledge of the Depositor, threatened or otherwise pending before any court, administrative agency or other tribunal that (A) if determined adversely to the Depositor, have a reasonable possibility of prohibiting or preventing its entering into any of the Basic Documents to which it is a party or render the Securities invalid, (B) seek to prevent the issuance of the Securities or the consummation of any of the transactions contemplated by any of the Basic Documents to which it is a party or (C) if determined adversely to the Depositor, would prohibit or 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 Trust Agreementrepresentation 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 other Transaction 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, the Receivablesexcept for such consents, the Notes or the Certificatesapprovals, authorizations and orders, if any, that have been obtained prior to such date; (iiig) the The Depositor is solvent, is able to pay its debts as they become due and has the power capital sufficient to carry on its business and authority to execute, deliver and perform its obligations under this Trust Agreement hereunder; it will not be rendered insolvent by the execution and delivery of any of the other Transaction Basic Documents to which it is a partyparty 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 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 Depositor has Trust will be the power and authority to sellsole owner of, assign, transfer and convey the property to be sold and each Loan transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company actionthereon free and clear of any lien; (ivj) The Depositor acquired title to each of the execution, delivery and performance Loans sold thereon by the Depositor in good faith, without notice of this Trust Agreement and any adverse claim; (k) None of the other Transaction Basic Documents to which the Depositor is a party, nor any Officer's Certificate, statement, report or other document prepared by the consummation of the transactions contemplated hereby Depositor and thereby and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach of furnished or to be furnished by it pursuant to any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement of the Depositor or any material indenture, agreement, mortgage, deed of trust or other instrument Basic Documents to which the Depositor 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," under the Investment Company Act of 1940, as amended; (m) The transfer, assignment and conveyance of the Loans by which the Depositor is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than thereon pursuant to this Trust Agreement), or violate any law, order, rule or regulation applicable Agreement is not subject to the Depositor or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor bulk transfer laws or any of its propertiessimilar statutory provisions in effect in any applicable jurisdiction; (vn) there The Depositor's principal place of business and chief executive offices are no proceedings located at Irvine, California or investigations pending or, at such other address as shall be designated by such party in a written notice to the knowledge of other parties hereto; (o) The Depositor covenants that during the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity continuance of this Trust Agreement, Agreement it will comply in all respects with the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor provisions of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificatesorganizational documents in effect from time to time; and (vip) the The representations and warranties of the Depositor set forth in Section 3.1 of the Receivables Purchase Agreement are (h), (i), (j) and (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 and Warranties 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: (ia) the The Depositor has been is a corporation duly organized and is organized, validly existing as a limited liability company and in good standing under the laws of the State jurisdiction of Delawareits organization and has, has the powerand had at all relevant times, authority and legal right full power to own its properties and property, to conduct carry on its business as such properties are currently owned and such business is currently conducted, to enter into and has the power, authority and legal right perform its obligations under each Basic Document to acquire, own and sell the Receivableswhich it is a party; (iib) The execution and delivery by the Depositor of each Basic Document to which the Depositor is a party and its performance of and compliance with all of the terms thereof will not violate the Depositor’s organizational documents 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 or acceleration of, any material 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 qualified authorized the execution, delivery and performance of each Basic Document to do business as which it is a foreign limited liability company in good standing party and has obtained all necessary licenses duly executed and approvals delivered each Basic Document to which it is a party; 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 terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or 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 jurisdiction in Basic Document to which the failure Depositor is a party and its performance and compliance with the terms of each Basic Document to so qualify which the Depositor is a party will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or any of its properties or materially and adversely affect the performance of any of its duties hereunder; (e) There are no actions or proceedings against, or investigations of, the Depositor currently pending with regard to obtain such licenses which the Depositor has received service of process and approvals no action or proceeding against, or investigation of, the Depositor is, to the knowledge of the Depositor, threatened or otherwise pending before any court, administrative agency or other tribunal that (A) if determined adversely to the Depositor, have a reasonable possibility of prohibiting or preventing its entering into any of the Basic Documents to which it is a party or render the Securities invalid, (B) seek to prevent the issuance of the Securities or the consummation of any of the transactions contemplated by any of the Basic Documents to which it is a party or (C) if determined adversely to the Depositor, would prohibit or 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 Trust Agreementrepresentation 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 other Transaction 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, the Receivablesexcept for such consents, the Notes or the Certificatesapprovals, authorizations and orders, if any, that have been obtained prior to such date; (iiig) the The Depositor is solvent, is able to pay its debts as they become due and has the power capital sufficient to carry on its business and authority to execute, deliver and perform its obligations under this Trust Agreement hereunder; it will not be rendered insolvent by the execution and delivery of any of the other Transaction Basic Documents to which it is a partyparty 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 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 Depositor has Trust will be the power and authority to sellsole owner of, assign, transfer and convey the property to be sold and each Loan transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company actionthereon free and clear of any lien; (ivj) The Depositor acquired title to each of the execution, delivery and performance Loans sold thereon by the Depositor in good faith, without notice of this Trust Agreement and any adverse claim; (k) None of the other Transaction Basic Documents to which the Depositor is a party, nor any Officer’s Certificate, statement, report or other document prepared by the consummation of the transactions contemplated hereby Depositor and thereby and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach of furnished or to be furnished by it pursuant to any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement of the Depositor or any material indenture, agreement, mortgage, deed of trust or other instrument Basic Documents to which the Depositor 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,” under the Investment Company Act of 1940, as amended; (m) The transfer, assignment and conveyance of the Loans by which the Depositor is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than thereon pursuant to this Trust Agreement), or violate any law, order, rule or regulation applicable Agreement is not subject to the Depositor or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor bulk transfer laws or any of its propertiessimilar statutory provisions in effect in any applicable jurisdiction; (vn) there The Depositor’s principal place of business and chief executive offices are no proceedings located at Irvine, California or investigations pending or, at such other address as shall be designated by such party in a written notice to the knowledge of other parties hereto; (o) The Depositor covenants that during the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity continuance of this Trust Agreement, Agreement it will comply in all respects with the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor provisions of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificatesorganizational documents in effect from time to time; and (vip) the The representations and warranties of the Depositor set forth in Section 3.1 of the Receivables Purchase Agreement are (h), (i), (j) and (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 and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee and the Note Insurer that: (i) the The Depositor has been is duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, has the power, with power and authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and has the power, authority and legal right to acquire, own and sell the Receivables;. (ii) the 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 each jurisdiction all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications and in which the failure to so qualify would have a material adverse effect on the business, properties, assets or to obtain such licenses and approvals would materially and adversely affect the performance by the Depositor of its obligations under, condition (financial or the validity or enforceability of, this Trust Agreement, any other) of the other Transaction Documents to which the Depositor is a party, the Receivables, the Notes or the Certificates;Depositor. (iii) the The Depositor has the power and authority to execute, execute and deliver and perform its obligations under this Trust Agreement and the other Transaction Documents to which it is a party, and carry out its terms; the Depositor has the full power and authority to sell, assign, transfer convey and convey assign the property to be sold conveyed and transferred assigned to and deposited with the Trust as part of the Owner Trust Estate and the Depositor has duly authorized such transfer conveyance and assignment and deposit to the Trust by all necessary limited liability company corporate action, ; and the execution, delivery and performance of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company corporate action;. (iv) the execution, delivery and performance by the Depositor of this Trust Agreement and the other Transaction Documents to which the Depositor is a party, the The consummation of the transactions contemplated hereby and thereby by this Trust Agreement and the fulfillment of the terms hereof and thereof will do not conflict with, result in a any breach of any of the terms and provisions of of, or constitute (with or without notice or lapse of time or bothtime) a default under under, the certificate articles of formation incorporation or limited liability company agreement by-laws of the Depositor Depositor, or any material indenture, agreement, mortgage, deed of trust agreement or other instrument to which the Depositor is a party or by which the Depositor it is bound or to which any of its properties are subject, or bound; nor result in the creation or imposition of any lien Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust agreement or other instrument (other than pursuant to this Trust Agreementthe Basic Documents), or ; nor violate any lawlaw or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties; (v) there are no proceedings or investigations pending or, to the knowledge of the Depositor, threatened against the Depositor before any court, state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificates; andproperties. (viv) The Trust is not required to register as an investment company under the representations Investment Company Act and warranties is not under the control of the Depositor in Section 3.1 of the Receivables Purchase Agreement are true and correcta Person required to so register.

Representations and Warranties of the Depositor. The ----------------------------------------------- Depositor hereby represents and warrants to the Owner Trustee that: (i) the Depositor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, has the power, authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and has the power, authority and legal right to acquire, own and sell the Receivables; (ii) 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 each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Agreement, the Sale and Servicing Agreement, the Trust Agreement, any of the other Transaction Documents to which the Depositor is a partyDocuments, the Receivables, the Notes or the Certificates; (iii) the Depositor has the power and authority to execute, deliver and perform its obligations under this Trust Agreement and the other Transaction Documents to which it is a party, and the Depositor has the power and authority to sell, assign, transfer and convey the property to be sold and transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company action; (iv) the execution, delivery and performance by the Depositor of this Trust Agreement and the other Transaction Documents to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach of any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate articles of formation or limited liability company agreement 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 the Depositor is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Trust Agreement), or violate any law, order, rule or regulation applicable to the Depositor or its properties of any federal or State state regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties; (v) there are no proceedings or investigations pending or, to the knowledge of the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (Ai) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (Bii) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (Ciii) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (Div) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificates; and (vi) the representations and warranties of the Depositor in Section 3.1 of the Receivables Purchase Agreement are true and correct.

Representations and Warranties of the Depositor. (a) The Depositor hereby represents and warrants to the Owner Trustee thatas of the Closing Date: (i) that the information referred to in the Pooled Security Schedule was true and correct in all material respects as of the Pooled Security Information Date; (ii) immediately prior to the sale of the Pooled Securities to the Trustee, the Depositor was the sole owner and holder of the Pooled Securities, free an clear of any and all liens, pledges, participations, charges, mortgages, encumbrances or security interests of any nature whatsoever, and had full right and authority, subject to no interest or participation of, or agreement with, any other party, to sell and assign the same; and (iii) the Depositor has the requisite power and authority to sell the Pooled Securities and all corporate and other action required to be taken for the sale of the Pooled Securities hereunder has been taken. Upon discovery by the Seller, the Depositor or the Trustee of a breach of any of the representations and warranties set forth in this Section 2.3 that materially and adversely affects the value of the Pooled Securities or the interests of the Trustee in the related Pooled Security, the party discovering such breach shall give prompt written notice to the other party. Pursuant to such notice, the Depositor shall be directed to cure such breach. Within 60 days of its discovery or its receipt of notice of breach, if the Depositor, or the Seller at the direction of the Depositor, has not cured such breach in all material respects, the Depositor shall either substitute a Substituted Pooled Security for the Defective Pooled Security as provided in Section 2.7 or shall purchase the Defective Pooled Security from the Trustee on the first day of the month in the month following the month in which such 60-day period expired for the Purchase Price of such Pooled Security. Upon receipt of either a Substituted Pooled Security or the Purchase Price by the Trustee, the Trustee shall release the Defective Pooled Security to the Depositor, and the Trustee shall execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the Depositor or its designee any Pooled Security released pursuant hereto. It is understood and agreed that the obligation of the Depositor to cure, substitute or repurchase any Pooled Security as to which a breach has occurred and is continuing shall constitute the sole remedy respecting such breach available to Certificateholders or the Trustee on behalf of Certificateholders, and such obligation shall survive as the obligation of the Depositor, the Seller or their respective successors. It is understood and agreed that the representations and warranties set forth in this Section 2.3 shall survive delivery of the respective Pooled Securities to the Trustee. Upon discovery by the Depositor or the Trustee or any Custodian of a breach of any of the foregoing representations and warranties (referred to herein as a "breach"), without regard to any limitation set forth in such representation or warranty concerning the knowledge of the Depositor as to the facts stated therein, which breach materially and adversely affects the interests of the Certificateholders in the related Pooled Security, the party discovering such breach shall give prompt written notice to the others and to the Rating Agency. (b) The Depositor hereby represents and warrants to the Trustee as of the Closing Date: (i) The Depositor is duly organized as a Delaware corporation and is validly existing as a limited liability company and in good standing under the laws of the State of Delaware, Delaware and is qualified under the laws of each state where required by applicable law or is otherwise exempt under applicable law from such qualification. The Depositor has the power, all requisite power and authority and legal right to own its properties enter into this Agreement and to conduct its business as such properties are currently owned and such business is currently conducted, and has carry out the power, authority and legal right to acquire, own and sell the Receivablestransactions contemplated hereby; (ii) the Depositor is duly qualified to do business as a foreign limited liability company in good standing The execution and has obtained all necessary licenses and approvals in each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, any of the other Transaction Documents to which the Depositor is a party, the Receivables, the Notes or the Certificates; (iii) the Depositor has the power and authority to execute, deliver and perform its obligations under this Trust Agreement and the other Transaction Documents to which it is a party, and the Depositor has the power and authority to sell, assign, transfer and convey the property to be sold and transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company action; (iv) the execution, delivery and performance by the Depositor of this Trust Agreement and the other Transaction Documents to which the Depositor is a party, the consummation of the transactions contemplated hereby have each been duly and thereby validly authorized by all necessary action, and this Agreement constitutes a valid and legally binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, except that (i) the enforceability hereof may be limited by bankruptcy, insolvency, moratorium, receivership and other similar laws relating to creditors' rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought; (iii) The execution and delivery of this Agreement and the fulfillment consummation of the terms hereof and thereof transactions contemplated hereby will not violate, conflict with, result in a breach of any of the terms and provisions of or of, constitute (with or without notice or lapse of time or both) a default under or be prohibited by, or require any additional approval, waiver or consent under the certificate of formation Depositor's charter or limited liability company agreement of the Depositor by-laws or any material indenture, agreement, mortgage, deed of trust instrument or other instrument agreement to which the Depositor it is a party or by which the Depositor it is bound or to which any of its properties are subject, federal or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Trust Agreement), or violate any state law, order, rule or regulation or any judicial or administrative decree, order, ruling or regulation applicable to it; and (iv) There is no litigation or action at law or in equity pending, or, to the Depositor's knowledge, threatened against the Depositor and no proceeding or its properties investigation of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties; (v) there are no proceedings or investigations kind is pending or, to the knowledge of the Depositor's knowledge, threatened against the Depositor before threatened, by any courtfederal, regulatory state or local government or administrative body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking which could reasonably be expected to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect the performance by Depositor's ability to consummate the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificates; and (vi) the representations and warranties of the Depositor in Section 3.1 of the Receivables Purchase Agreement are true and correcttransactions contemplated hereby.

Representations and Warranties 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, as of each Transfer Date and as of each date on which Loans are sold to the Depositor: (i1) the The Depositor has been is a corporation duly organized and is organized, validly existing as a limited liability company and in good standing under the laws of the State jurisdiction of Delawareits organization and has, has the powerand had at all relevant times, authority and legal right full power to own its properties and property, to conduct carry on its business as such properties are currently owned and such business is currently conducted, to enter into and has the power, authority and legal right perform its obligations under each Basic Document to acquire, own and sell the Receivableswhich it is a party; (ii2) The execution and delivery by the Depositor of each Basic Document to which the Depositor is a party and its performance of and compliance with all of the terms thereof will not violate the Depositor’s organizational documents 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 or acceleration of, any material contract, agreement or other instrument to which the Depositor is a party or which are applicable to the Depositor or any of its assets; (3) 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 qualified authorized the execution, delivery and performance of each Basic Document to do business as which it is a foreign limited liability company in good standing party and has obtained all necessary licenses duly executed and approvals delivered each Basic Document to which it is a party; 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 terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or 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); (4) The Depositor is not in violation of, and the execution and delivery by the Depositor of each jurisdiction in Basic Document to which the failure Depositor is a party and its performance and compliance with the terms of each Basic Document to so qualify which the Depositor is a party will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or any of its properties or materially and adversely affect the performance of any of its duties hereunder; (5) There are no actions or proceedings against, or investigations of, the Depositor currently pending with regard to obtain such licenses which the Depositor has received service of process and approvals no action or proceeding against, or investigation of, the Depositor is, to the knowledge of the Depositor, threatened or otherwise pending before any court, administrative agency or other tribunal that (A) if determined adversely to the Depositor, would prohibit its entering into any of the Basic Documents to which it is a party or render the Securities invalid, (B) seek to prevent the issuance of the Securities or the consummation of any of the transactions contemplated by any of the Basic Documents to which it is a party or (C) if determined adversely to the Depositor, would prohibit or materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreementany of the Basic Documents to which it is a party or the Securities; (6) 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 other Transaction 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, the Receivablesexcept for such consents, the Notes or the Certificatesapprovals, authorizations and orders, if any, that have been obtained prior to such date; (iii7) the The Depositor is solvent, is able to pay its debts as they become due and has the power capital sufficient to carry on its business and authority to execute, deliver and perform its obligations under this Trust Agreement hereunder; it will not be rendered insolvent by the execution and delivery of any of the other Transaction Basic Documents to which it is a partyparty 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; (8) 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; (9) 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 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 Depositor has Trust will be the power and authority to sellsole owner of, assign, transfer and convey the property to be sold and each Loan transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company actionthereon free and clear of any lien; (iv10) The Depositor acquired title to each of the execution, delivery and performance Loans sold thereon by the Depositor in good faith, without notice of this Trust Agreement and any adverse claim; (11) None of the other Transaction Basic Documents to which the Depositor is a party, nor any Officer’s Certificate, statement, report or other document prepared by the consummation of the transactions contemplated hereby Depositor and thereby and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach of furnished or to be furnished by it pursuant to any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement of the Depositor or any material indenture, agreement, mortgage, deed of trust or other instrument Basic Documents to which the Depositor 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; (12) The Depositor is not required to be registered as an “investment company,” under the Investment Company Act of 1940, as amended; (13) The transfer, assignment and conveyance of the Loans by which the Depositor is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than thereon pursuant to this Trust Agreement), or violate any law, order, rule or regulation applicable Agreement is not subject to the Depositor or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor bulk transfer laws or any of its propertiessimilar statutory provisions in effect in any applicable jurisdiction; (v14) there The Depositor’s principal place of business and chief executive offices are no proceedings located at Irvine, California or investigations pending or, at such other address as shall be designated by such party in a written notice to the knowledge of other parties hereto; (15) The Depositor covenants that during the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity continuance of this Trust Agreement, Agreement it will comply in all respects with the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor provisions of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificatesorganizational documents in effect from time to time; and (vi16) the The representations and warranties of the Depositor warranties. set forth in Section 3.1 of the Receivables Purchase Agreement are (h), (i), (j) and (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 and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (ia) the The Depositor has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, has the with power, authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and has the had at all relevant times, and has, power, authority and legal right to acquire, own and sell the Receivables;. (iib) the 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 each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, any of the other Transaction Basic Documents to which the Depositor it is a party, the Receivables, the Notes or the Certificates;. (iiic) the The Depositor has the power and authority to execute, execute and deliver and perform its obligations under this Trust Agreement and the other Transaction Documents to which it is a party, and carry out its terms; the Depositor has the full power and authority to sell, assign, transfer sell and convey assign the property to be sold and transferred assigned to and deposited with the Owner Trustee as part of the Owner Trust Estate and the Depositor has duly authorized such transfer sale and assignment and deposit to the Issuer by all necessary limited liability company action, ; and the execution, delivery and performance of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company action;. (ivd) This Agreement constitutes a legal, valid and binding obligation of the Depositor, enforceable in accordance with its terms, except as such enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (e) The execution, delivery and performance by the Depositor of this Trust Agreement and the other Transaction Basic Documents to which the Depositor it is a party, the consummation of the transactions contemplated hereby and thereby by this Agreement and the fulfillment of the terms hereof and thereof will do not (i) conflict with, result in a any breach of any of the terms and provisions of or of, nor constitute (with or without notice or lapse of time or bothtime) a default under under, the certificate of formation or limited liability company agreement of the Depositor Depositor, (ii) conflict with or violate any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement, mortgage, deed of trust agreement or other instrument to which the Depositor is a party or by which the Depositor it is bound or to which any of its properties are subjectbound, or (iii) result in the creation or imposition of any lien Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust agreement or other instrument (other than pursuant to this Trust Agreementthe Basic Documents), or (iv) violate any lawlaw or, to the best of the Depositor's knowledge, any order, rule or regulation applicable to the Depositor of any court or its properties of any federal or State state regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties;, in each case which breach, default, conflict, Lien or violation would have a material adverse effect on the earnings, business affairs or business prospects of the Depositor. (vf) there There are no proceedings or investigations pending or, to the knowledge of the Depositor's knowledge, threatened against the Depositor threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties properties: (Ai) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Basic Documents, the Notes or the Certificates, (Bii) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale Agreement and Servicing Agreement, the Indenture or any of the other Transaction Documents, Basic Documents or (Ciii) seeking any determination or ruling that would might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Basic Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificates; and (vi) the representations and warranties of the Depositor in Section 3.1 of the Receivables Purchase Agreement are true and correct.

Representations and Warranties 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: (ia) the The Depositor has been is a corporation duly organized and is organized, validly existing as a limited liability company and in good standing under the laws of the State jurisdiction of Delawareits organization and has, has the powerand had at all relevant times, authority and legal right full power to own its properties and property, to conduct carry on its business as such properties are currently owned and such business is currently conducted, to enter into and has the power, authority and legal right perform its obligations under each Basic Document to acquire, own and sell the Receivableswhich it is a party; (iib) The execution and delivery by the Depositor of each Basic Document to which the Depositor is a party and its performance of and compliance with all of the terms thereof will not violate the Depositor’s organizational documents 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 or acceleration of, any material 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 qualified authorized the execution, delivery and performance of each Basic Document to do business as which it is a foreign limited liability company in good standing party and has obtained all necessary licenses duly executed and approvals delivered each Basic Document to which it is a party; 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 terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or 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 jurisdiction in Basic Document to which the failure Depositor is a party and its performance and compliance with the terms of each Basic Document to so qualify which the Depositor is a party will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or any of its properties or materially and adversely affect the performance of any of its duties hereunder; (e) There are no actions or proceedings against, or investigations of, the Depositor currently pending with regard to obtain such licenses which the Depositor has received service of process and approvals no action or proceeding against, or investigation of, the Depositor is, to the knowledge of the Depositor, threatened or otherwise pending before any court, administrative agency or other tribunal that (A) if determined adversely to the Depositor, has a reasonable possibility of prohibiting or preventing its entering into any of the Basic Documents to which it is a party or render the Securities invalid, (B) seek to prevent the issuance of the Securities or the consummation of any of the transactions contemplated by any of the Basic Documents to which it is a party or (C) if determined adversely to the Depositor, would prohibit or 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 Trust Agreementrepresentation relates to a 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 other Transaction 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, the Receivablesexcept for such consents, the Notes or the Certificatesapprovals, authorizations and orders, if any, that have been obtained prior to such date; (iiig) the The Depositor is solvent, is able to pay its debts as they become due and has the power capital sufficient to carry on its business and authority to execute, deliver and perform its obligations under this Trust Agreement hereunder; it will not be rendered insolvent by the execution and delivery of any of the other Transaction Basic Documents to which it is a partyparty 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 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 Depositor has Trust will be the power and authority to sellsole owner of, assign, transfer and convey the property to be sold and each Loan transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company actionthereon free and clear of any lien; (ivj) The Depositor acquired title to each of the execution, delivery and performance Loans sold thereon by the Depositor in good faith, without notice of this Trust Agreement and any adverse claim; (k) None of the other Transaction Basic Documents to which the Depositor is a party, nor any Officer’s Certificate, statement, report or other document prepared by the consummation of the transactions contemplated hereby Depositor and thereby and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach of furnished or to be furnished by it pursuant to any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement of the Depositor or any material indenture, agreement, mortgage, deed of trust or other instrument Basic Documents to which the Depositor it is a party or by which in connection with the Depositor is bound transactions contemplated thereby contains any untrue statement of material fact or omits to which any of its properties are subject, state a material fact necessary to make the statements contained herein or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Trust Agreement), or violate any law, order, rule or regulation applicable to the Depositor or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its propertiestherein not misleading; (v1) there are no proceedings or investigations pending orThe Depositor is not required to be registered as an “investment company,” under the Investment Company Act of 1940, to the knowledge of the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificates; and (vi) the representations and warranties of the Depositor in Section 3.1 of the Receivables Purchase Agreement are true and correct.as amended;

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Indenture Trustee and, with respect to the Mortgage Loans in Group I, the Enhancer, as of the Closing Date, that: (ia) the Depositor has been duly organized and is a corporation, validly existing as a limited liability company and in good standing under the laws of the State of Delaware, and has the power, full power and authority and legal right to own its properties assets and to conduct its transact the business as such properties are currently owned and such business in which it is currently conducted, and has the power, authority and legal right to acquire, own and sell the Receivables; (ii) the engaged. The Depositor is duly qualified to do business as a foreign limited liability company corporation and is in good standing and has obtained all necessary licenses and approvals in each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, any character of the other Transaction Documents to business transacted by it or any properties owned or leased by it requires such qualification and in which the Depositor is failure so to qualify would have a partymaterial adverse effect on the business, properties, assets or condition (financial or otherwise) of the Receivables, the Notes or the CertificatesDepositor; (iiib) the Depositor has the full power and authority to make, execute, deliver and perform its obligations under this Trust Agreement and all of the other Transaction Documents to which it is a partytransactions contemplated hereunder, and the Depositor has the power and authority to sell, assign, transfer and convey the property to be sold and transferred to and deposited with the Trust and has duly authorized such transfer and deposit by taken all necessary limited liability company action, and corporate action to authorize the execution, delivery and performance of this Trust Agreement. When executed and delivered, this Agreement will constitute the legal, valid and the other Transaction Documents to which binding obligation of the Depositor is a party have been duly authorized enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by the Depositor by all necessary limited liability company actionavailability of equitable remedies; (ivc) Depositor is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement; (d) the execution, delivery and performance of this Agreement by the Depositor of this Trust Agreement and the other Transaction Documents to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach violate any provision of any existing law or regulation or any order decree of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement of any court applicable to the Depositor or any provision of the articles of incorporation or bylaws of the Depositor, or constitute a material breach of any mortgage, indenture, agreement, mortgage, deed of trust contract or other instrument agreement to which the Depositor is a party or by which the Depositor is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Trust Agreement), or violate any law, order, rule or regulation applicable to the Depositor or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its propertiesit may be bound; (ve) there are no proceedings Proceeding of or investigations before any court, tribunal or governmental body is currently pending or, to the knowledge of the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of its properties or with respect to this Agreement or the other Transaction DocumentsSecurities; (f) this Agreement (i) constitutes a valid transfer and assignment to the Trust of all right, (C) seeking any determination or ruling that would materially title and adversely affect the performance by interest of the Depositor in and to the Mortgage Loans, all monies due or to become due with respect thereto, all proceeds of its obligations undersuch Mortgage Loans, such funds as are from time to time on deposit in the Collection Account or Trustee Collection Account and all other property specified in the validity or enforceability of, this definition of “Trust Agreement, the Sale and Servicing Agreement, the Indenture, any Estate” as being part of the Trust Estate; and upon payment for Additional Balances relating thereto, if any, will constitute a valid transfer and assignment to the Trust of all right, title and interest of the Depositor in and to such Additional Balances, all monies due or to become due with respect thereto, all proceeds of such Additional Balances and all other Transaction Documents, property relating thereto that is specified in the Receivables, the Notes or the Certificates, definition of “Trust Estate” relating to Additional Balances or (Dii) that would adversely affect constitutes a grant of a security interest, as defined in the federal tax attributes or Applicable Tax UCC as in effect in the State franchise or income tax attributes of New York, in such property in favor of the Trust or the Owner Trustee on behalf of the Notes or Trust; provided, that if the CertificatesIndenture Trustee obtains and maintains possession of the Mortgage File for each Mortgage Loan, the Trust shall have a first priority perfected security interest in such property; and (vig) Immediately prior to the transfer and assignment to the Trust of all of its right, title and interest in and to the Mortgage Loans, the Depositor had good and marketable title to and was the sole owner of each Mortgage Loan, including the Mortgage Note or Loan Agreement and the Mortgage, and owned each Mortgage Loan free and clear of any encumbrance, equity, participation interest or lien, other than Permitted Liens. The foregoing representations and warranties shall survive the sale and assignment of the Depositor in Section 3.1 Mortgage Loans to the Trust. Upon discovery of a breach of any representation or warranty that materially and adversely affects the interests of the Receivables Purchase Agreement are true and correctSecurityholders and, with respect to the Mortgage Loans in Group I, the Enhancer, the party discovering such breach or the Enhancer shall give prompt written notice to the other parties hereto. Within 90 days of its discovery or its receipt of notice of such breach or, with the prior written consent of a Responsible Officer of the Indenture Trustee and, with respect to the Mortgage Loans in Group I, the Enhancer, such longer period specified in such consents, the Depositor shall cure such breach in all material respects.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Indenture Trustee and, with respect to the Mortgage Loans in Group I, the Enhancer, as of the Closing Date, that: (ia) the Depositor has been duly organized and is a corporation, validly existing as a limited liability company and in good standing under the laws of the State of Delaware, and has the power, full power and authority and legal right to own its properties assets and to conduct its transact the business as such properties are currently owned and such business in which it is currently conducted, and has the power, authority and legal right to acquire, own and sell the Receivables; (ii) the engaged. The Depositor is duly qualified to do business as a foreign limited liability company corporation and is in good standing and has obtained all necessary licenses and approvals in each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, any character of the other Transaction Documents to business transacted by it or any properties owned or leased by it requires such qualification and in which the Depositor is failure so to qualify would have a partymaterial adverse effect on the business, properties, assets or condition (financial or otherwise) of the Receivables, the Notes or the CertificatesDepositor; (iiib) the Depositor has the full power and authority to make, execute, deliver and perform its obligations under this Trust Agreement and all of the other Transaction Documents to which it is a partytransactions contemplated hereunder, and the Depositor has the power and authority to sell, assign, transfer and convey the property to be sold and transferred to and deposited with the Trust and has duly authorized such transfer and deposit by taken all necessary limited liability company action, and corporate action to authorize the execution, delivery and performance of this Trust Agreement. When executed and delivered, this Agreement will constitute the legal, valid and the other Transaction Documents to which binding obligation of the Depositor is a party have been duly authorized enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and by the Depositor by all necessary limited liability company actionavailability of equitable remedies; (ivc) Depositor is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement; (d) the execution, delivery and performance of this Agreement by the Depositor of this Trust Agreement and the other Transaction Documents to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach violate any provision of any existing law or regulation or any order decree of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement of any court applicable to the Depositor or any provision of the articles of incorporation or bylaws of the Depositor, or constitute a material breach of any mortgage, indenture, agreement, mortgage, deed of trust contract or other instrument agreement to which the Depositor is a party or by which the Depositor is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Trust Agreement), or violate any law, order, rule or regulation applicable to the Depositor or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its propertiesit may be bound; (ve) there are no proceedings Proceeding of or investigations before any court, tribunal or governmental body is currently pending or, to the knowledge of the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of its properties or with respect to this Agreement or the other Transaction DocumentsSecurities; (f) this Agreement (i) constitutes a valid transfer and assignment to the Trust of all right, (C) seeking any determination or ruling that would materially title and adversely affect the performance by interest of the Depositor in and to the Mortgage Loans, all monies due or to become due with respect thereto, all proceeds of its obligations undersuch Mortgage Loans, such funds as are from time to time on deposit in the Collection Account or Trustee Collection Account and all other property specified in the validity or enforceability of, this definition of "Trust Agreement, the Sale and Servicing Agreement, the Indenture, any Estate" as being part of the Trust Estate; and upon payment for Additional Balances relating thereto, if any, will constitute a valid transfer and assignment to the Trust of all right, title and interest of the Depositor in and to such Additional Balances, all monies due or to become due with respect thereto, all proceeds of such Additional Balances and all other Transaction Documents, property relating thereto that is specified in the Receivables, the Notes or the Certificates, definition of "Trust Estate" relating to Additional Balances or (Dii) that would adversely affect constitutes a grant of a security interest, as defined in the federal tax attributes or Applicable Tax UCC as in effect in the State franchise or income tax attributes of New York, in such property in favor of the Trust or the Owner Trustee on behalf of the Notes or Trust; provided, that if the CertificatesIndenture Trustee obtains and maintains possession of the Mortgage File for each Mortgage Loan, the Trust shall have a first priority perfected security interest in such property; and (vig) Immediately prior to the transfer and assignment to the Trust of all of its right, title and interest in and to the Mortgage Loans in Group I, the Depositor was the sole owner of record and was the holder of the Mortgage Loans in Group I and the indebtedness evidenced by the related Mortgage Notes or Loan Agreements. Upon the transfer and assignment to the Issuer, the Mortgage Loans in Group I, including the related Mortgage Notes or Loan Agreements and the Mortgages, were not subject to an assignment, sale or pledge to any person other than Issuer and the Depositor had good and marketable title to and was the sole owner thereof and had full right to transfer and sell the Mortgage Loan in Group I to the Issuer free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest and has the full right and authority subject to no interest or participation of, or agreement with, any other party, to sell and assign the Mortgage Loans in Group I pursuant to this Agreement and following the sale of the Mortgage Loans in Group I, the Issuer will own the Mortgage Loans in Group I free and clear of any encumbrance, equity, participation interest, lien other than Permitted Liens, pledge, charge, claim or security interest. The Depositor intends to relinquish all rights to possess, control and monitor the Mortgage Loans in Group I. The Depositor acquired any right, title and interest in and to the Mortgage Loans in Group I in good faith and without notice of any adverse claim. The foregoing representations and warranties shall survive the sale and assignment of the Depositor in Section 3.1 Mortgage Loans to the Trust. Upon discovery of a breach of any representation or warranty that materially and adversely affects the interests of the Receivables Purchase Agreement are true and correctSecurityholders and, with respect to the Mortgage Loans in Group I, the Enhancer, the party discovering such breach or the Enhancer shall give prompt written notice to the other parties hereto. Within 90 days of its discovery or its receipt of notice of such breach or, with the prior written consent of a Responsible Officer of the Indenture Trustee and, with respect to the Mortgage Loans in Group I, the Enhancer, such longer period specified in such consents, the Depositor shall cure such breach in all material respects.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee and the NIMs Insurer that: (i) the The Depositor has been is duly organized and is validly existing as a limited liability company corporation in good standing under the laws of the State of Delaware, has the power, with power and authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and has the power, authority and legal right to acquire, own and sell the Receivables;. (ii) the 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 each jurisdiction all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications and in which the failure to so qualify would have a material adverse effect on the business, properties, assets or to obtain such licenses and approvals would materially and adversely affect the performance by condition (financial or other) of the Depositor and the ability of its obligations under, or the validity or enforceability of, Depositor to perform under this Trust Agreement, any of the other Transaction Documents to which the Depositor is a party, the Receivables, the Notes or the Certificates;. (iii) the The Depositor has the power and authority to execute, execute and deliver and perform its obligations under this Trust Agreement and the other Transaction Documents to which it is a party, and carry out its terms; the Depositor has the full power and authority to sell, assign, transfer sell and convey assign the property to be sold and transferred assigned to and deposited with the Trust as part of the Trust and the Depositor has duly authorized such transfer sale and assignment and deposit to the Trust by all necessary limited liability company corporate action, ; and the execution, delivery and performance of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company corporate action;. (iv) the execution, delivery and performance by the Depositor of this Trust Agreement and the other Transaction Documents to which the Depositor is a party, the The consummation of the transactions contemplated hereby and thereby by this Trust Agreement and the fulfillment of the terms hereof and thereof will do not conflict with, result in a any breach of any of the terms and provisions of of, or constitute (with or without notice or lapse of time or bothtime) a default under under, the certificate articles of formation incorporation or limited liability company agreement bylaws of the Depositor Depositor, or any material indenture, agreement, mortgage, deed of trust agreement or other instrument to which the Depositor is a party or by which the Depositor it is bound or to which any of its properties are subject, or bound; nor result in the creation or imposition of any lien Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust agreement or other instrument (other than pursuant to this Trust Agreementthe Operative Documents), or ; nor violate any lawlaw or, to the best of the Depositor's knowledge, any order, rule or regulation applicable to the Depositor of any court or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties; (v) there are no proceedings or investigations pending or, to the knowledge of the Depositor, threatened against the Depositor before any court, state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificates; and (vi) the representations and warranties of the Depositor in Section 3.1 of the Receivables Purchase Agreement are true and correctproperties.

Representations and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Indenture Trustee and, with respect to the Mortgage Loans in Group I, the Enhancer, as of the Closing Date, that: (ia) the Depositor has been duly organized and is a corporation, validly existing as a limited liability company and in good standing under the laws of the State of Delaware, and has the power, full power and authority and legal right to own its properties assets and to conduct its transact the business as such properties are currently owned and such business in which it is currently conducted, and has the power, authority and legal right to acquire, own and sell the Receivables; (ii) the engaged. The Depositor is duly qualified to do business as a foreign limited liability company corporation and is in good standing and has obtained all necessary licenses and approvals in each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, any character of the other Transaction Documents to business transacted by it or any properties owned or leased by it requires such qualification and in which the Depositor is failure so to qualify would have a partymaterial adverse effect on the business, properties, assets or condition (financial or otherwise) of the Receivables, the Notes or the CertificatesDepositor; (iiib) the Depositor has the full power and authority to make, execute, deliver and perform its obligations under this Trust Agreement and all of the other Transaction Documents to which it is a partytransactions contemplated hereunder, and the Depositor has the power and authority to sell, assign, transfer and convey the property to be sold and transferred to and deposited with the Trust and has duly authorized such transfer and deposit by taken all necessary limited liability company action, and corporate action to authorize the execution, delivery and performance of this Trust Agreement. When executed and delivered, this Agreement will constitute the legal, valid and the other Transaction Documents to which binding obligation of the Depositor is a party have been duly authorized enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, and by the Depositor by all necessary limited liability company actionavailability of equitable remedies; (ivc) Depositor is not required to obtain the consent of any other Person or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement; (d) the execution, delivery and performance of this Agreement by the Depositor of this Trust Agreement and the other Transaction Documents to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach violate any provision of any existing law or regulation or any order decree of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement of any court applicable to the Depositor or any provision of the articles of incorporation or bylaws of the Depositor, or constitute a material breach of any mortgage, indenture, agreement, mortgage, deed of trust contract or other instrument agreement to which the Depositor is a party or by which the Depositor is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Trust Agreement), or violate any law, order, rule or regulation applicable to the Depositor or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its propertiesit may be bound; (ve) there are no proceedings Proceeding of or investigations before any court, tribunal or governmental body is currently pending or, to the knowledge of the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of its properties or with respect to this Agreement or the other Transaction DocumentsSecurities; (f) this Agreement (i) constitutes a valid transfer and assignment to the Trust of all right, (C) seeking any determination or ruling that would materially title and adversely affect the performance by interest of the Depositor in and to the Initial Mortgage Loans, all monies due or to become due with respect thereto, all proceeds of its obligations undersuch Initial Mortgage Loans, such funds as are from time to time on deposit in the Collection Account or Trustee Collection Account and all other property specified in the validity or enforceability of, this definition of “Trust Agreement, the Sale and Servicing Agreement, the Indenture, any Estate” as being part of the Trust Estate; and upon payment for Additional Balances relating thereto, if any, will constitute a valid transfer and assignment to the Trust of all right, title and interest of the Depositor in and to such Additional Balances, all monies due or to become due with respect thereto, all proceeds of such Additional Balances and all other Transaction Documents, property relating thereto that is specified in the Receivables, the Notes or the Certificates, definition of “Trust Estate” relating to Additional Balances or (Dii) that would adversely affect constitutes a grant of a security interest, as defined in the federal tax attributes or Applicable Tax UCC as in effect in the State franchise or income tax attributes of New York, in such property in favor of the Trust or the Owner Trustee on behalf of the Notes or Trust; provided, that if the CertificatesIndenture Trustee obtains and maintains possession of the Mortgage File for each Initial Mortgage Loan, the Trust shall have a first priority perfected security interest in such property; and (vig) immediately prior to the transfer and assignment to the Trust of all of its right, title and interest in and to the Initial Mortgage Loans, the Depositor had good and marketable title to and was the sole owner of each Initial Mortgage Loan, including the Mortgage Note or Loan Agreement and the Mortgage, and owned each Initial Mortgage Loan free and clear of any encumbrance, equity, participation interest or lien, other than Permitted Liens. The foregoing representations and warranties shall survive the sale and assignment of the Depositor in Section 3.1 Initial Mortgage Loans to the Trust. Upon discovery of a breach of any representation or warranty that materially and adversely affects the interests of the Receivables Purchase Agreement are true and correctSecurityholders and, with respect to the Initial Mortgage Loans in Group I, the Enhancer, the party discovering such breach or the Enhancer shall give prompt written notice to the other parties hereto. Within 90 days of its discovery or its receipt of notice of such breach or, with the prior written consent of a Responsible Officer of the Indenture Trustee and, with respect to the Initial Mortgage Loans in Group I, the Enhancer, such longer period specified in such consents, the Depositor shall cure such breach in all material respects.

Representations and Warranties 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: (ia) the The Depositor has been is a corporation duly organized and is organized, validly existing as a limited liability company and in good standing under the laws of the State jurisdiction of Delawareits organization and has, has the powerand had at all relevant times, authority and legal right full power to own its properties and property, to conduct carry on its business as such properties are currently owned and such business is currently conducted, to enter into and has the power, authority and legal right perform its obligations under each Basic Document to acquire, own and sell the Receivableswhich it is a party; (iib) The execution and delivery by the Depositor of each Basic Document to which the Depositor is a party and its performance of and compliance with all of the terms thereof will not violate the Depositor's organizational documents 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 or acceleration of, any material 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 qualified authorized the execution, delivery and performance of each Basic Document to do business as which it is a foreign limited liability company in good standing party and has obtained all necessary licenses duly executed and approvals delivered each Basic Document to which it is a party; 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 terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or 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 jurisdiction in Basic Document to which the failure 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 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 or materially and adversely affect the performance of any of its duties hereunder; (e) There are no actions or proceedings against, or investigations of, the Depositor currently pending with regard to which the Depositor has received service of process and no action or proceeding against, or investigation of, the Depositor is, to the knowledge of the Depositor, threatened or otherwise pending before any court, administrative agency or other tribunal that (A) has a reasonable probability of being determined adversely to the Depositor, and if so qualify determined, would prohibit its entering into any of the Basic Documents to which it is a party or render the Securities invalid, (B) seek to obtain such licenses and approvals prevent the issuance of the Securities or the consummation of any of the transactions contemplated by any of the Basic Documents to which it is a party or (C) if determined adversely to the Depositor, would have a reasonable probability of resulting in damages or other remedies that would prohibit or materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreementany of the Basic Documents to which it is a party or the Securities; (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 other Transaction 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, the Receivablesexcept for such consents, the Notes or the Certificatesapprovals, authorizations and orders, if any, that have been obtained prior to such date; (iiig) the The Depositor is solvent, is able to pay its debts as they become due and has the power capital sufficient to carry on its business and authority to execute, deliver and perform its obligations under this Trust Agreement hereunder; it will not be rendered insolvent by the execution and delivery of any of the other Transaction Basic Documents to which it is a partyparty 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 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 Depositor has Trust will be the power and authority to sellsole owner of, assign, transfer and convey the property to be sold and each Loan transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company actionthereon free and clear of any lien; (ivj) The Depositor acquired title to each of the execution, delivery and performance Loans sold thereon by the Depositor in good faith, without notice of this Trust Agreement and any adverse claim; (k) None of the other Transaction Basic Documents to which the Depositor is a party, nor any Officer's Certificate, statement, report or other document prepared by the consummation of the transactions contemplated hereby Depositor and thereby and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach of furnished or to be furnished by it pursuant to any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement of the Depositor or any material indenture, agreement, mortgage, deed of trust or other instrument Basic Documents to which the Depositor 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" under the Investment Company Act of 1940, as amended; (m) The transfer, assignment and conveyance of the Loans by which the Depositor is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than thereon pursuant to this Trust Agreement), or violate any law, order, rule or regulation applicable Agreement is not subject to the Depositor or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor bulk transfer laws or any of its propertiessimilar statutory provisions in effect in any applicable jurisdiction; (vn) there The Depositor's principal place of business and chief executive offices are no proceedings located at Irvine, California or investigations pending or, at such other address as shall be designated by such party in a written notice to the knowledge other parties hereto; (o) The Depositor covenants that during the continuance of this Agreement it will comply in all respects with the provisions of its organizational documents in effect from time to time; (p) The Depositor covenants that during the continuance of this Agreement it will comply in all respects with the restrictions on its activities referenced in Section A.2. of the Depositornon-consolidation opinion of Manatt, threatened against the Depositor before any courtPhelps & Phillips, regulatory bodyLLP, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity dated as of this Trust AgreementAugust 8, the Sale and Servicing Agreement2003, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking with respect to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect the performance t▇▇ ▇▇▇e o▇ ▇▇▇▇▇ by the Depositor of its obligations under, or to the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the CertificatesIssuer; and (viq) the The representations and warranties of the Depositor set forth in Section 3.1 of the Receivables Purchase Agreement are (h), (i), (j) and (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 and Warranties of the Depositor. The Depositor hereby represents and warrants to the CARAT Owner Trustee that: (ia) the The Depositor has been duly organized formed and is validly existing as a limited liability company an entity in good standing under the laws of the State of Delaware, has the power, with power and authority and legal right to own its properties and to conduct its business as such properties are currently presently owned and such business is currently conductedpresently conducted and had at all relevant times, and has the now has, power, authority and legal right to acquire, own and sell transfer the Receivables;Secured Notes contemplated to be transferred to the Trust pursuant to the Trust Sale and Administration Agreement. (iib) the The Depositor is duly qualified to do business as a foreign limited liability company entity in good standing standing, and has obtained all necessary licenses and approvals approvals, in each jurisdiction all jurisdictions in which the failure to so qualify ownership or to obtain such licenses and approvals would materially and adversely affect lease of property or the performance by the Depositor conduct of its obligations under, or business requires such qualifications. (c) The Depositor has the validity or enforceability of, power and authority to execute and deliver this Trust Agreement, Agreement and any of the other CARAT Transaction Documents to which the Depositor is a party, the Receivablesand to carry out their respective terms, the Notes or the Certificates; (iii) the Depositor has the full power and authority to execute, deliver sell and perform its obligations under this Trust Agreement and the other Transaction Documents to which it is a party, and the Depositor has the power and authority to sell, assign, transfer and convey assign the property to be sold and transferred assigned to and deposited with the Trust as part of the CARAT Owner Trust Estate and the Depositor has duly authorized such transfer sale and deposit assignment to the Trust by all necessary limited liability company action, ; and the execution, delivery and performance of this Trust Agreement and the any other CARAT Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company action;. (ivd) The consummation of the execution, delivery and performance transactions contemplated by the Depositor of this Trust Agreement and the any other CARAT Transaction Documents to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof of this Agreement and thereof will any other CARAT Transaction Documents to which the Depositor is a party, do not conflict with, result in a any breach of any of the terms and provisions of or constitute (with or without notice or lapse of time or bothtime) a default under under, the certificate of formation or limited liability company agreement (or similar organizational documents) of the Depositor Depositor, or any material indenture, agreement, mortgage, deed of trust agreement or other instrument to which the Depositor is a party or by which the Depositor it is bound or to which any of its properties are subjectbound, or result in the creation or imposition of any lien Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust agreement or other instrument (other than pursuant to this Trust Agreementthe CARAT Transaction Documents), or violate any lawlaw or, to the best of the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties; (v) there are no proceedings or investigations pending or, to the knowledge of the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificates; and (vi) the representations and warranties of the Depositor in Section 3.1 of the Receivables Purchase Agreement are true and correct.

Representations and Warranties 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: (ia) the The Depositor has been is a corporation duly organized and is organized, validly existing as a limited liability company and in good standing under the laws of the State jurisdiction of Delawareits organization and has, has the powerand had at all relevant times, authority and legal right full power to own its properties and property, to conduct carry on its business as such properties are currently owned and such business is currently conducted, to enter into and has the power, authority and legal right perform its obligations under each Basic Document to acquire, own and sell the Receivableswhich it is a party; (iib) The execution and delivery by the Depositor of each Basic Document to which the Depositor is a party and its performance of and compliance with all of the terms thereof will not violate the Depositor's organizational documents 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 or acceleration of, any material 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 qualified authorized the execution, delivery and performance of each Basic Document to do business as which it is a foreign limited liability company in good standing party and has obtained all necessary licenses duly executed and approvals delivered each Basic Document to which it is a party; 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 terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or 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 jurisdiction in Basic Document to which the failure Depositor is a party and its performance and compliance with the terms of each Basic Document to so qualify which the Depositor is a party will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or any of its properties or materially and adversely affect the performance of any of its duties hereunder; (e) There are no actions or proceedings against, or investigations of, the Depositor currently pending with regard to obtain such licenses which the Depositor has received service of process and approvals no action or proceeding against, or investigation of, the Depositor is, to the knowledge of the Depositor, threatened or otherwise pending before any court, administrative agency or other tribunal that (A) if determined adversely to the Depositor, would prohibit its entering into any of the Basic Documents to which it is a party or render the Securities invalid, (B) seek to prevent the issuance of the Securities or the consummation of any of the transactions contemplated by any of the Basic Documents to which it is a party or (C) if determined adversely to the Depositor, would prohibit or materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreementany of the Basic Documents to which it is a party or the Securities; (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 other Transaction 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, the Receivablesexcept for such consents, the Notes or the Certificatesapprovals, authorizations and orders, if any, that have been obtained prior to such date; (iiig) the The Depositor is solvent, is able to pay its debts as they become due and has the power capital sufficient to carry on its business and authority to execute, deliver and perform its obligations under this Trust Agreement hereunder; it will not be rendered insolvent by the execution and delivery of any of the other Transaction Basic Documents to which it is a partyparty 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 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 Depositor has Trust will be the power and authority to sellsole owner of, assign, transfer and convey the property to be sold and each Loan transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company actionthereon free and clear of any lien; (ivj) The Depositor acquired title to each of the execution, delivery and performance Loans sold thereon by the Depositor in good faith, without notice of this Trust Agreement and any adverse claim; (k) None of the other Transaction Basic Documents to which the Depositor is a party, nor any Officer's Certificate, statement, report or other document prepared by the consummation of the transactions contemplated hereby Depositor and thereby and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach of furnished or to be furnished by it pursuant to any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement of the Depositor or any material indenture, agreement, mortgage, deed of trust or other instrument Basic Documents to which the Depositor 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" under the Investment Company Act of 1940, as amended; (m) The transfer, assignment and conveyance of the Loans by which the Depositor is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than thereon pursuant to this Trust Agreement), or violate any law, order, rule or regulation applicable Agreement is not subject to the Depositor or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor bulk transfer laws or any of its propertiessimilar statutory provisions in effect in any applicable jurisdiction; (vn) there The Depositor's principal place of business and chief executive offices are no proceedings located at Irvine, California or investigations pending or, at such other address as shall be designated by such party in a written notice to the knowledge other parties hereto; (o) The Depositor covenants that during the continuance of this Agreement it will comply in all respects with the provisions of its organizational documents in effect from time to time; (p) The Depositor covenants that during the continuance of this Agreement it will comply in all respects with the restrictions on its activities referenced in Section A.2. of the Depositornon-consolidation opinion of Manatt, threatened against ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, of even date herewith, with respect to the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity sale of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect the performance Loans by the Depositor of its obligations under, or to the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the CertificatesIssuer; and (viq) the The representations and warranties of the Depositor set forth in Section 3.1 of the Receivables Purchase Agreement are (h), (i), (j) and (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 and Warranties of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Trustee thatTrustee, the Master Servicer, FSA and the Servicer that as of the Closing Date: (i) The Depositor is a corporation duly formed and validly existing under the laws governing its creation and existence, is in compliance with the laws of each state in which any Mortgaged Property or the Depositor has been duly organized is located or doing business and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, has the power, authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and has the power, authority and legal right to acquire, own and sell the Receivables; (ii) 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 each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would materially and adversely affect the performance by the Depositor nature of its obligations underbusiness, or the validity properties owned or enforceability of, this Trust Agreement, any of the other Transaction Documents to which the Depositor is a party, the Receivables, the Notes or the Certificates; (iii) the leased by it make such qualification necessary. The Depositor has the power and all requisite authority to executeown and operate its properties, deliver to carry out its business as presently conducted and perform as proposed to be conducted and to enter into and discharge its obligations under this Trust Agreement and the other Transaction Operative Documents to which it is a party, . (ii) The execution and the Depositor has the power and authority to sell, assign, transfer and convey the property to be sold and transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Trust Agreement and the other Transaction Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary corporate action on the part of the Depositor by all necessary limited liability company action; (iv) the execution, delivery and performance by the Depositor of this Trust Agreement and the other Transaction Documents to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict withviolate the Depositor’s Charter or Bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement of the Depositor or of, any material indenturecontract, agreement, mortgage, deed of trust agreement or other instrument to which the Depositor is a party or by which the Depositor is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Trust Agreement), or violate any law, statute or any order, rule or regulation applicable to the Depositor or its properties of any federal or State regulatory body, court, administrative governmental agency or body or other governmental instrumentality tribunal having jurisdiction over the Depositor or any of its properties;. (iii) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law). (iv) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party. (v) there are no proceedings No litigation, proceeding or investigations investigation is pending with respect to which the Depositor has received service of process or, to the knowledge best of the Depositor’s knowledge, threatened against the Depositor before which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any court, regulatory body, administrative agency other Operative Documents to which it is a party or other governmental instrumentality having jurisdiction over that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties (A) asserting or might have consequences that would materially and adversely affect the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any validity or enforceability of the other Transaction DocumentsMortgage Loans, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a party. (vi) [Reserved]. (vii) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust Fund of each Mortgage Loan, the Depositor had good and equitable title to each Mortgage Loan subject to no prior lien (except, with respect to any second lien Mortgage Loan, the related First Lien), claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature. (viii) As of the Closing Date, the Depositor has transferred all right, title and interest in the Mortgage Loans to the Trustee on behalf of the Trust Fund. (ix) The Depositor is solvent and will not be made insolvent by the transfer of the Mortgage Loans, and the Depositor is not aware of any impending insolvency. The Depositor has not transferred the Mortgage Loans to the Trustee on behalf of the Trust Fund with any intent to hinder, delay or defraud any of its creditors. (x) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and 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 Trust Agreement, Agreement and the Sale and Servicing Agreement, other Operative Documents on the Indenture or any part of the other Transaction Documents, (C) seeking any determination or ruling that would materially Depositor and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, under this Trust Agreement, the Sale Agreement and Servicing Agreement, the Indenture, any such of the other Transaction DocumentsOperative Documents to which it is a party. (xi) The transfer, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes assignment and conveyance of the Trust or of Mortgage Notes and the Notes or the Certificates; and (vi) the representations and warranties of Mortgages by the Depositor hereunder are not subject to the bulk transfer laws of any similar statutory provisions in Section 3.1 of the Receivables Purchase Agreement are true and correcteffect in any applicable jurisdiction.

Representations and Warranties 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: (ia) the The Depositor has been is a corporation duly organized and is organized, validly existing as a limited liability company and in good standing under the laws of the State jurisdiction of Delawareits organization and has, has the powerand had at all relevant times, authority and legal right full power to own its properties and property, to conduct carry on its business as such properties are currently owned and such business is currently conducted, to enter into and has the power, authority and legal right perform its obligations under each Basic Document to acquire, own and sell the Receivableswhich it is a party; (iib) The execution and delivery by the Depositor of each Basic Document to which the Depositor is a party and its performance of and compliance with all of the terms thereof will not violate the Depositor's organizational documents 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 or acceleration of, any material 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 qualified authorized the execution, delivery and performance of each Basic Document to do business as which it is a foreign limited liability company in good standing party and has obtained all necessary licenses duly executed and approvals delivered each Basic Document to which it is a party; 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 terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or 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 jurisdiction in Basic Document to which the failure Depositor is a party and its performance and compliance with the terms of each Basic Document to so qualify which the Depositor is a party will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or any of its properties or materially and adversely affect the performance of any of its duties hereunder; (e) There are no actions or proceedings against, or investigations of, the Depositor currently pending with regard to obtain such licenses which the Depositor has received service of process and approvals no action or proceeding against, or investigation of, the Depositor is, to the knowledge of the Depositor, threatened or otherwise pending before any court, administrative agency or other tribunal that (A) if determined adversely to the Depositor, have a reasonable possibility of prohibiting or preventing its entering into any of the Basic Documents to which it is a party or render the Securities invalid, (B) seek to prevent the issuance of the Securities or the consummation of any of the transactions contemplated by any of the Basic Documents to which it is a party or (C) if determined adversely to the Depositor, would prohibit or 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 Trust Agreementrepresentation 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 other Transaction 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, the Receivablesexcept for such consents, the Notes or the Certificatesapprovals, authorizations and orders, if any, that have been obtained prior to such date; (iiig) the The Depositor is solvent, is able to pay its debts as they become due and has the power capital sufficient to carry on its business and authority to execute, deliver and perform its obligations under this Trust Agreement hereunder; it will not be rendered insolvent by the execution and delivery of any of the other Transaction Basic Documents to which it is a partyparty 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 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 Depositor has Trust will be the power and authority to sellsole owner of, assign, transfer and convey the property to be sold and each Loan transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company actionthereon free and clear of any lien; (ivj) The Depositor acquired title to each of the execution, delivery and performance Loans sold thereon by the Depositor in good faith, without notice of this Trust Agreement and any adverse claim; (k) None of the other Transaction Basic Documents to which the Depositor is a party, nor any Officer's Certificate, statement, report or other document prepared by the consummation of the transactions contemplated hereby Depositor and thereby and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach of furnished or to be furnished by it pursuant to any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement of the Depositor or any material indenture, agreement, mortgage, deed of trust or other instrument Basic Documents to which the Depositor 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," under the Investment Company Act of 1940, as amended; (m) The transfer, assignment and conveyance of the Loans by which the Depositor is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than thereon pursuant to this Trust Agreement), or violate any law, order, rule or regulation applicable Agreement is not subject to the Depositor or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor bulk transfer laws or any of its propertiessimilar statutory provisions in effect in any applicable jurisdiction; (vn) there The Depositor's principal place of business and chief executive offices are no proceedings located at Irvine, California or investigations pending or, at such other address as shall be designated by such party in a written notice to the knowledge of other parties hereto; (o) The Depositor covenants that during the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity continuance of this Trust Agreement, Agreement it will comply in all respects with the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor provisions of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificatesorganizational documents in effect from time to time; and (vip) the The representations and warranties of the Depositor set forth in Section 3.1 of the Receivables Purchase Agreement are (h), (i), (j) and (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 and Warranties of the Depositor. The Depositor hereby represents and warrants to the Owner Trustee that: (i) the Depositor has been is duly organized and is validly existing as a limited liability company in good standing under the laws of the State Commonwealth of DelawareVirginia, has the power, with power and authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently presently conducted, and has the power, authority and legal right to acquire, own and sell the Receivables; (ii) the Depositor is duly qualified to do business as a foreign limited liability company in good standing standing, and has obtained all necessary licenses and approvals in each jurisdiction all jurisdictions in which the failure to so qualify ownership or to obtain such licenses and approvals would materially and adversely affect lease of property or the performance by the Depositor conduct of its obligations under, or the validity or enforceability of, this Trust Agreement, any of the other Transaction Documents to which the Depositor is a party, the Receivables, the Notes or the Certificatesbusiness requires such qualifications; (iii) the Depositor has the power and authority to execute, execute and deliver and perform its obligations under this Trust Agreement and the other Transaction Documents to which it is a partycarry out its terms, and the Depositor has the full power and authority to sell, assign, transfer sell and convey assign the property to be sold and transferred to assigned to, and deposited with with, the Trust and Trust, the Depositor has duly authorized such transfer sale and assignment and deposit to the Trust by all necessary limited liability company action, action and the execution, delivery and performance of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have has been duly authorized by the Depositor by all necessary limited liability company action; (iv) the execution, delivery and performance by the Depositor of this Trust Agreement and the other Transaction Documents to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby by this Agreement and the fulfillment of the terms hereof and thereof will do not conflict with, result in a any breach of any of the terms and provisions of of, or constitute (with or without notice or lapse of time or both) a default under under, the certificate articles of formation organization or limited liability company operating agreement of the Depositor Depositor, or any material indenture, agreement, mortgage, deed of trust agreement or other instrument to which the Depositor is a party or by which the Depositor it is bound or to which any of its properties are subject, or do not result in the creation or imposition of any lien Lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust agreement or other instrument (other than pursuant to this Trust Agreement), or the Transaction Documents) and do not violate any lawlaw or, to the knowledge of the Depositor, any order, rule or regulation applicable to the Depositor of any court or its properties of any federal or State state regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties; (v) there are no proceedings or investigations pending or, to the knowledge of the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (Ai) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (Bii) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (Ciii) seeking any determination or ruling that would might materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, Agreement or (Div) that would which might adversely affect the federal income tax attributes attributes, or Applicable Tax State franchise or income tax attributes attributes, of the Trust or of the Notes or the CertificatesNotes; and (vi) the representations and warranties of the Depositor in Section 3.1 of the Receivables Purchase Agreement are true and correct.

Representations and Warranties 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 each Closing Date, as of each Transfer Date and as of each Collateral Value Excess Date: (ia) the The Depositor has been is a corporation duly organized and is organized, validly existing as a limited liability company and in good standing under the laws of the State jurisdiction of Delawareits organization and has, has the powerand had at all relevant times, authority and legal right full power to own its properties and property, to conduct carry on its business as such properties are currently owned and such business is currently conducted, to enter into and has the power, authority and legal right perform its obligations under each Basic Document to acquire, own and sell the Receivableswhich it is a party; (iib) The execution and delivery by the Depositor of each Basic Document to which the Depositor is a party and its performance of and compliance with all of the terms thereof will not violate the Depositor's organizational documents 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 or acceleration of, any material 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 qualified authorized the execution, delivery and performance of each Basic Document to do business as which it is a foreign limited liability company in good standing party and has obtained all necessary licenses duly executed and approvals delivered each Basic Document to which it is a party. 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 terms thereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or 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 jurisdiction in Basic Document to which the failure Depositor is a party and its performance and compliance with the terms of each Basic Document to so qualify which the Depositor is a party will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or any of its properties or materially and adversely affect the performance of any of its duties hereunder; (e) There are no actions or proceedings against, or investigations of, the Depositor currently pending with regard to obtain such licenses which the Depositor has received service of process and approvals no action or proceeding against, or investigation of, the Depositor is, to the knowledge of the Depositor, threatened or otherwise pending before any court, administrative agency or other tribunal that (A) if determined adversely to the Depositor, would prohibit its entering into any of the Basic Documents to which it is a party or render the Securities invalid, (B) seek to prevent the issuance of the Securities or the consummation of any of the transactions contemplated by any of the Basic Documents to which it is a party or (C) if determined adversely to the Depositor, would prohibit or materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreementany of the Basic Documents to which it is a party or the Securities; (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 other Transaction 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, the Receivablesexcept for such consents, the Notes or the Certificatesapprovals, authorizations and orders, if any, that have been obtained prior to such date; (iiig) the The Depositor is solvent, is able to pay its debts as they become due and has the power capital sufficient to carry on its business and authority to execute, deliver and perform its obligations under this Trust Agreement hereunder; it will not be rendered insolvent by the execution and delivery of any of the other Transaction Basic Documents to which it is a partyparty 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) As of the Transfer Date related thereto, Depositor did not sell the Loans sold thereon 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) As of the Transfer Date related thereto, the Depositor had good title to, and was the sole owner of, each Loan sold thereon free and clear of any lien other than any such lien released simultaneously with the 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 Depositor has Trust will be the power sole owner of, each Loan transferred thereon free and authority to sell, assign, transfer and convey the property to be sold and transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance clear of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company actionany lien; (ivj) As of the executionTransfer Date related thereto, delivery and performance by the Depositor acquired title to each of this Trust Agreement and the other Transaction Loans sold thereon 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 consummation of the transactions contemplated hereby Depositor and thereby and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach of furnished or to be furnished by it pursuant to any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement of the Depositor or any material indenture, agreement, mortgage, deed of trust or other instrument Basic Documents to which the Depositor it is a party or by which in connection with the Depositor is bound transactions contemplated thereby contains any untrue statement of material fact or omits to which any of its properties are subject, state a material fact necessary to make the statements contained herein or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Trust Agreement), or violate any law, order, rule or regulation applicable to the Depositor or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its propertiestherein not misleading; (vl) there are no proceedings or investigations pending orThe Depositor is not required to be registered as an "investment company" under the Investment Company Act of 1940, to the knowledge of the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificatesas amended; and (vim) the representations and warranties As of the Depositor in Section 3.1 Transfer Date related thereto, the transfer, assignment and conveyance of the Receivables Purchase Loans by the Depositor thereon pursuant to this Agreement is not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction; (i) The Depositor's principal place of business and chief executive offices are true and correctlocated at One ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Wilmington, Delaware 19803; and (o) The Depositor covenants that during the continuance of this Agreement it will comply in all respects with the provisions of its organizational documents in effect from time to time.

Representations and Warranties of the Depositor. The Depositor hereby the Seller and the Servicer. (a) Each of the Depositor, the Seller, the Servicer and the Backup Servicer individually, and not jointly and severally, represents and warrants as to itself that, as of the Owner Trustee thatClosing Date and each Addition Date: (i) the Depositor has been It is duly organized and is organized, validly existing as a limited liability company and in good standing under the laws of the State its state of Delaware, incorporation and has the power, power and authority and legal right to own its properties assets and to conduct its transact the business as such properties are currently owned and such business in which it is currently conducted, and has the power, authority and legal right to acquire, own and sell the Receivables; (ii) the Depositor engaged. It is duly qualified to do business as a foreign limited liability company and is in good standing and has obtained all necessary licenses and approvals in each jurisdiction in which the character of the business transacted by it or properties owned or leased by it requires such qualification and in which the failure so to so qualify would have a material adverse effect on (a) its business, properties, assets or condition (financial or other), (b) its performance of its obligations under this Agreement and the other Operative Documents to which it is a party, (c) the enforceability of the Receivables or (d) the ability to foreclose on the related Intervals; (ii) It has the power and authority to make, execute, deliver and perform this Agreement and the other Operative Documents to which it is a party and to consummate all of the transactions contemplated under this Agreement and the other Operative Documents to which it is a party, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Operative Documents to which it is a party. When executed and delivered, this Agreement and the other Operative Documents to which it is a party will constitute its legal, valid and binding obligation enforceable in accordance with its terms, except as enforcement of such terms may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting the enforcement of creditors' rights generally and by the availability of equitable remedies; (iii) It holds all necessary licenses, certificates and permits from all government authorities necessary for conducting its business as it is presently conducted. It is not required to obtain the consent of any other party or any consent, license, approval or authorization from, or registration or declaration with, any governmental authority, bureau or agency in connection with the execution, delivery, performance, validity or enforceability of this Agreement and the other Operative Documents to which it is a party, except for such licenses consents, licenses, approvals or authorizations, or registrations or declarations, as shall have been obtained or filed, as the case may be, prior to the Closing Date; (iv) The execution, delivery and approvals performance of this Agreement and the other Operative Documents to which it is a party by it will not conflict with or result in a breach of, or constitute a default under, any provision of any existing law or regulation or any order or decree of any court applicable to it or any of its properties or any provision of its organizational documents, or constitute a material breach of, or result in the creation or imposition of any lien, charge or encumbrance upon any of its properties pursuant to, any mortgage, indenture, contract or other agreement to which it is a party or by which it may be bound; (v) No certificate of an officer, statement furnished in writing or report delivered pursuant to the terms hereof by it for use in connection with the purchase of the Receivables and the transactions contemplated hereunder and by the other Operative Documents will contain any untrue statement of a material fact, or omit a material fact necessary to make the certificate, statement or report not misleading; (vi) The transactions contemplated by this Agreement and the other Operative Documents to which it is a party are in the ordinary course of its respective businesses; (vii) It is not insolvent, nor will it be made insolvent by the transfer of the Receivables, nor is it aware of any pending insolvency as to itself; (viii) It is not in violation of, and the execution and delivery of this Agreement by it and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect its condition (financial or otherwise) or operations or any of its properties or materially and adversely affect the performance of any of its duties hereunder; (ix) There are no actions or proceedings against, or investigations of it, pending or, to its knowledge, threatened, before any court, administrative agency or other tribunal (A) that, if determined adversely, would prohibit it from entering into this Agreement and the other Operative Documents to which it is a party, (B) seeking to prevent the consummation of any of the transactions contemplated by the Depositor this Agreement or (C) that, if determined adversely, would prohibit or materially and adversely affect its performance of its obligations under, or the validity or enforceability of, this Trust Agreement, any of the other Transaction Documents to which the Depositor is a party, the Receivables, the Notes or the Certificates; (iii) the Depositor has the power and authority to execute, deliver and perform its obligations under this Trust Agreement and the other Transaction Operative Documents to which it is a party, ; (x) The Seller represents and warrants that it did not and will not sell the Receivables to the Depositor and the Depositor has represents and warrants that it did not and will not sell the power and authority Receivables to sellthe Issuer with any intent to hinder, assign, transfer and convey the property to be sold and transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance delay or defraud any of this Trust Agreement and the other Transaction Documents to which the Depositor is a party have been duly authorized by the Depositor by all necessary limited liability company actiontheir respective creditors; (ivxi) the execution, delivery and performance by the Depositor of this Trust Agreement and the other Transaction Documents to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict with, result in a breach of any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement Each of the Depositor or any material indentureand the Seller represents and warrants that it acquired title to the Receivables in good faith, agreement, mortgage, deed of trust or other instrument to which the Depositor is a party or by which the Depositor is bound or to which any of its properties are subject, or result in the creation or imposition without notice of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Trust Agreement), or violate any law, order, rule or regulation applicable to the Depositor or its properties of any federal or State regulatory body, court, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or any of its properties; (v) there are no proceedings or investigations pending or, to the knowledge of the Depositor, threatened against the Depositor before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties (A) asserting the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation of any of the transactions contemplated by this Trust Agreement, the Sale and Servicing Agreement, the Indenture or any of the other Transaction Documents, (C) seeking any determination or ruling that would materially and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the Certificatesadverse claim; and (vixii) the representations and warranties Each of the Depositor in Section 3.1 and the Seller represents and warrants that the transfer, assignment and conveyance of the Receivables Purchase Mortgage Notes and the Mortgages by the Seller and the Depositor pursuant to this Agreement are true not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction. (xiii) All pension or profit sharing plans of the Seller have been fully funded in accordance with applicable obligations. (xiv) Neither the Depositor nor the Seller has dealt with any broker, banker, agent or other person (other than the Agent and correctits Affiliates, the Indenture Trustee and the Custodian and their respective counsel) that may be entitled to any commission or compensation in connection with the sale of the Receivables. (xv) The names and addresses of all the Lock-Box Banks, together with the account numbers of the lock-box accounts of Servicer (provided that Bluegreen or its Affiliate corporation is the Servicer) maintained in connection with the Operative Documents at such Lock-Box Banks, are specified in Schedule II (or have been notified to the Indenture Trustee in accordance with Section 8.10).

Representations and Warranties of the Depositor. The Depositor hereby represents represents, warrants and warrants covenants to the Owner Trustee thatTrustee, the Master Servicer, FSA and the Servicer that as of the Closing Date: (i) The Depositor is a corporation duly formed and validly existing under the laws governing its creation and existence, is in compliance with the laws of each state in which any Mortgaged Property or the Depositor has been duly organized is located or doing business and is validly existing as a limited liability company in good standing under the laws of the State of Delaware, has the power, authority and legal right to own its properties and to conduct its business as such properties are currently owned and such business is currently conducted, and has the power, authority and legal right to acquire, own and sell the Receivables; (ii) 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 each jurisdiction in which the failure to so qualify or to obtain such licenses and approvals would materially and adversely affect the performance by the Depositor nature of its obligations underbusiness, or the validity properties owned or enforceability of, this Trust Agreement, any of the other Transaction Documents to which the Depositor is a party, the Receivables, the Notes or the Certificates; (iii) the leased by it make such qualification necessary. The Depositor has the power and all requisite authority to executeown and operate its properties, deliver to carry out its business as presently conducted and perform as proposed to be conducted and to enter into and discharge its obligations under this Trust Agreement and the other Transaction Operative Documents to which it is a party, ; (ii) The execution and the Depositor has the power and authority to sell, assign, transfer and convey the property to be sold and transferred to and deposited with the Trust and has duly authorized such transfer and deposit by all necessary limited liability company action, and the execution, delivery and performance of this Trust Agreement and the other Transaction Operative Documents to which it is a party by the Depositor and its performance and compliance with the terms of this Agreement and the other Operative Documents to which it is a party have been duly authorized by all necessary corporate action on the part of the Depositor by all necessary limited liability company action; (iv) the execution, delivery and performance by the Depositor of this Trust Agreement and the other Transaction Documents to which the Depositor is a party, the consummation of the transactions contemplated hereby and thereby and the fulfillment of the terms hereof and thereof will not conflict withviolate the Depositor’s Charter or Bylaws or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in a breach of any of the terms and provisions of or constitute (with or without notice or lapse of time or both) a default under the certificate of formation or limited liability company agreement of the Depositor or of, any material indenturecontract, agreement, mortgage, deed of trust agreement or other instrument to which the Depositor is a party or by which the Depositor is bound or to which any of its properties are subject, or result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust or other instrument (other than pursuant to this Trust Agreement), or violate any law, statute or any order, rule or regulation applicable to the Depositor or its properties of any federal or State regulatory body, court, administrative governmental agency or body or other governmental instrumentality tribunal having jurisdiction over the Depositor or any of its properties; (iii) This Agreement and the other Operative Documents to which the Depositor is a party, assuming due authorization, execution and delivery by the other parties hereto and thereto, each constitutes a valid, legal and binding obligation of the Depositor, enforceable against it in accordance with the terms hereof and thereof, except as the enforcement hereof and thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and by general principles of equity (whether considered in a proceeding or action in equity or at law); (iv) The Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which default could materially and adversely affect the condition (financial or other) or operations of the Depositor or its properties or the consequences of which could materially and adversely affect its performance hereunder and under the other Operative Documents to which the Depositor is a party; (v) there are no proceedings No litigation, proceeding or investigations investigation is pending with respect to which the Depositor has received service of process or, to the knowledge best of the Depositor’s knowledge, threatened against the Depositor before which litigation, proceeding or investigation might have consequences that would prohibit its entering into this Agreement or any court, regulatory body, administrative agency other Operative Documents to which it is a party or other governmental instrumentality having jurisdiction over that would materially and adversely affect the condition (financial or otherwise) or operations of the Depositor or its properties (A) asserting or might have consequences that would materially and adversely affect the invalidity of this Trust Agreement, the Sale and Servicing Agreement, the Indenture, any validity or enforceability of the other Transaction DocumentsMortgage Loans, the Notes or the Certificates, (B) seeking to prevent the issuance of the Notes or the Certificates or the consummation Depositor’s performance hereunder and under the other Operative Documents to which the Depositor is a party; (vi) [Reserved]; (vii) Immediately prior to the sale and assignment by the Depositor to the Trustee on behalf of the Trust of each Mortgage Loan, the Depositor had good and equitable title to each Mortgage Loan subject to no prior lien (except, with respect to any second lien Mortgage Loan, the related First Lien), claim, participation interest, mortgage, security interest, pledge, charge or other encumbrance or other interest of any nature; (viii) As of the Closing Date, the Depositor has transferred all right, title and interest in the Mortgage Loans to the Trustee on behalf of the Trust Fund; (ix) The Depositor is solvent and will not be made insolvent by the transfer of the Mortgage Loans, and the Depositor is not aware of any impending insolvency. The Depositor has not transferred the Mortgage Loans to the Trustee on behalf of the Trust Fund with any intent to hinder, delay or defraud any of its creditors; (x) All actions, approvals, consents, waivers, exemptions, variances, franchises, orders, permits, authorizations, rights and licenses required to be taken, given or obtained, as the case may be, by or from any federal, state or other governmental authority or agency (other than any such actions, approvals, etc. under any state securities laws, real estate syndication or “Blue Sky” statutes, as to which the Depositor makes no such representation or warranty), that are necessary or advisable in connection with the purchase and sale of the Certificates and the execution and delivery by the Depositor of the Operative Documents to which it is a party, have been duly taken, given or obtained, as the case may be, are in full force and 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 Trust Agreement, Agreement and the Sale and Servicing Agreement, other Operative Documents on the Indenture or any part of the other Transaction Documents, (C) seeking any determination or ruling that would materially Depositor and adversely affect the performance by the Depositor of its obligations under, or the validity or enforceability of, under this Trust Agreement, the Sale Agreement and Servicing Agreement, the Indenture, any such of the other Transaction Documents, the Receivables, the Notes or the Certificates, or (D) that would adversely affect the federal tax attributes or Applicable Tax State franchise or income tax attributes of the Trust or of the Notes or the CertificatesOperative Documents to which it is a party; and (vixi) the representations The transfer, assignment and warranties 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 Section 3.1 of the Receivables Purchase Agreement are true and correcteffect in any applicable jurisdiction.