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

Representations and Warranties of the Originator. The Originator hereby represents and warrants to the other parties hereto as of the Closing Date that: (a) The Originator has been duly organized and is validly existing as a limited liability company in good standing under the laws of Florida, with full power and authority to own its assets and conduct its business as presently being conducted. (b) The Originator has the full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Originator 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 Originator, enforceable against the Originator 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). (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, operating agreement or any legal restriction or any agreement or instrument to which the Originator is now a party 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 Originator 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. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Originator of or compliance by the Originator with this Agreement, or if required, such consent, approval, authorization or order has been obtained prior to the related Closing Date. (f) There is no action, suit, proceeding or investigation pending or to its knowledge threatened against the Originator which, either individually or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Originator, or in any material impairment of the right or ability of the Originator 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 action taken or to be contemplated herein, or which would be likely to impair materially the ability of the Originator to perform under the terms of this Agreement. (g) The information about the Originator under the heading “The Originator” in the Prospectus relating to the Originator does not include an untrue statement of a material fact and does not omit to state a material fact, with respect to the statements made, necessary in order to make the statements in light of the circumstances under which they were made not misleading. (h) All financial statements provided by the Originator fairly present the pertinent results of operations and changes in financial position for each of such periods and the financial position at the end of each such period of the Originator and its subsidiaries and have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved. (i) There has been no material adverse change in the business, operations, financial condition or assets of the Originator since the date of the Originator’s most recent financial statements.

Representations and Warranties of the Originator. The Originator hereby represents and warrants to the other parties hereto as of the Closing Date thatfollows: (a) The Originator has been is a corporation duly organized and is incorporated, validly existing as a limited liability company and in good standing under the laws of Floridathe State of Delaware, with full power and authority is duly qualified to own its assets do business and conduct is in good standing as a foreign corporation in every jurisdiction where the nature of its business as presently being conductedrequires it to be so qualified, except where the failure to be so qualified would not have a Material Adverse Effect. (b) The Originator has the full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance by the Originator of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Originator and the consummation of the transactions contemplated hereby other Transaction Documents to which it is a party: (i) are within its corporate powers; (ii) have been duly authorized by all necessary corporate action; (iii) do not contravene in any material respect or result in a default under or conflict with: (A) its charter or by-laws, (B) any law, rule or regulation applicable to it, (C) any indenture, loan agreement, mortgage, deed of trust or other agreement or instrument to which it is a party or by which it is bound, or (D) any law or any order, writ, judgment, award, injunction or decree binding on or affecting it or any of its property; and validly authorized(iv) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties. The Agreement and the other Transaction Documents to which it is a party have been duly executed and delivered by the Originator. (c) This No authorization, approval or other action by, and no notice to or filing with, any Governmental Authority or other Person is required for the due execution, delivery and performance by the Originator of the Agreement or any other Transaction Document to which it is a party, other than the Uniform Commercial Code filings referred to in Exhibit II to the Receivables Purchase Agreement, all of which shall have been filed on or before the date of the first purchase hereunder. (d) Each sale of Receivables and Related Rights made by the Originator pursuant to this Agreement shall constitute a valid sale, transfer and assignment thereof to the Buyer, enforceable against creditors of, and purchasers from, the Originator; and each of the Agreement and the other Transaction Documents to which the Originator is a party constitutes a its legal, valid and binding obligation of the Originator, Originator enforceable against the Originator 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). (d) None of the execution and delivery of this Agreementbankruptcy, 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, operating agreement or any legal restriction or any agreement or instrument to which the Originator is now a party 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 Originator 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. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Originator of or compliance by the Originator with this Agreement, or if required, such consent, approval, authorization or order has been obtained prior to the related Closing Date. (f) There is no action, suit, proceeding or investigation pending or to its knowledge threatened against the Originator which, either individually or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Originator, or in any material impairment of the right or ability of the Originator 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 action taken or to be contemplated herein, or which would be likely to impair materially the ability of the Originator to perform under the terms of this Agreement. (g) The information about the Originator under the heading “The Originator” in the Prospectus relating to the Originator does not include an untrue statement of a material fact and does not omit to state a material fact, with respect to the statements made, necessary in order to make the statements in light of the circumstances under which they were made not misleading. (h) All financial statements provided by the Originator fairly present the pertinent results of operations and changes in financial position for each of such periods and the financial position at the end of each such period of the Originator and its subsidiaries and have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved. (i) There has been no material adverse change in the business, operations, financial condition or assets of the Originator since the date of the Originator’s most recent financial statements.insolvency,

Representations and Warranties of the Originator. The Originator hereby represents and warrants to and agrees with the other parties hereto as of the Closing Date Agents that: (a) The the Originator has been duly organized is a corporation amalgamated and is validly existing as a limited liability company in good standing under the laws of Florida, with full Canada; (b) the Originator has all requisite corporate power and authority to own its assets enter into, deliver and conduct its business as presently being conducted. (b) The Originator has the full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, under this Agency Agreement and the other Transaction Documents to which the Originator is or on the Closing Date will be a party and all necessary action has been or will be taken on or before the Closing Date to authorize the execution, delivery and performance of this Agency Agreement and the other Transaction Documents to which the Originator is or on the Closing Date will be a party, in each case, by the Originator; (including all instruments c) assuming the due authorization, execution and delivery of transfer to be this Agency Agreement by the parties hereto other than the Originator, and the enforceability of this Agency Agreement against such parties, this Agency Agreement has been duly executed and delivered pursuant to this Agreement) by the Originator 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 Originator, enforceable against the Originator in accordance with its terms, subject to applicable bankruptcy, insolvency, winding-up, moratorium or reorganization, or other similar laws affecting creditors’ rights generally and to the availability of equitable remedies; (d) the execution and delivery by the Originator of, and the performance by the Originator of its obligations under, the Transaction Documents to which it is a party will not result in any violation of the articles of amalgamation or by-laws of the Originator or any material violation of any agreement or other instrument binding upon the Originator or any of its assets or undertakings, will not result in any material violation of any statute or any order, rule or regulation of any governmental body, agency or court having jurisdiction over the Originator or of any law applicable to the Originator or any of its assets or undertakings; (e) no consent, approval, authorization or order of, or qualification with, any governmental body or agency having jurisdiction over the Originator or the Trust is required for the performance by the Originator or the Trust of their respective obligations under any Transaction Document; (f) there are no legal or governmental proceedings ongoing or, to the Originator’s knowledge, pending or threatened, to which the Originator, the Trust or any of the Originator’s subsidiaries is a party or to which any of the property of the Originator or the Trust is subject, which could have a material adverse effect on the execution, delivery or performance of the Transaction Documents; (g) the Transaction Documents to which the Originator or the Trust is or on the Closing Date will be a party, when executed and delivered by the Originator or the Trust, as applicable, will be duly authorized by all necessary action and, assuming the due authorization, execution and delivery of the Transaction Documents to which the Originator or the Trust, as applicable, is or on the Closing Date will be a party by the parties thereto other than the Originator or the Trust, as applicable, and the enforceability of such Transaction Documents against such parties, will constitute legal, valid and binding obligations of the Originator or the Trust, as applicable, enforceable against the Originator or the Trust, as applicable, in accordance with their terms, subject to applicable bankruptcy, insolvency, winding-up, moratorium or reorganization, or other similar laws affecting creditors’ rights generally and to the availability of equitable remedies; (h) the representations and warranties of the Originator and the Trust contained in the Transaction Documents to which the Originator or the Trust, as applicable, is or on the Closing Date will be a party that are made or to be made on or with effect as of the Closing Date will be true and correct on or as of such date; and (i) the Notes issued under the Indenture, and any Notes to be issued, are when executed, duly executed and duly authorized by the Trust and when delivered and paid for by a purchaser in accordance with the terms of the Prospectus and the Indenture, will be valid and legally binding obligations of the Trust, enforceable in accordance with their terms except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now relating to or hereafter in effect affecting the enforcement of creditors’ rights in general generally, 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, operating agreement or any legal restriction or any agreement or instrument to which the Originator is now a party 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 Originator 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. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Originator of or compliance by the Originator with this Agreement, or if required, such consent, approval, authorization or order has been obtained prior to the related Closing Dateavailability of equitable remedies. (f) There is no action, suit, proceeding or investigation pending or to its knowledge threatened against the Originator which, either individually or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Originator, or in any material impairment of the right or ability of the Originator 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 action taken or to be contemplated herein, or which would be likely to impair materially the ability of the Originator to perform under the terms of this Agreement. (g) The information about the Originator under the heading “The Originator” in the Prospectus relating to the Originator does not include an untrue statement of a material fact and does not omit to state a material fact, with respect to the statements made, necessary in order to make the statements in light of the circumstances under which they were made not misleading. (h) All financial statements provided by the Originator fairly present the pertinent results of operations and changes in financial position for each of such periods and the financial position at the end of each such period of the Originator and its subsidiaries and have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved. (i) There has been no material adverse change in the business, operations, financial condition or assets of the Originator since the date of the Originator’s most recent financial statements.

Representations and Warranties of the Originator. The Originator hereby represents and warrants to the other parties hereto and the Lenders that as of the Closing Date thatand as of each Transfer Date after the Closing Date: (a) The Originator has been is a corporation duly organized and is validly existing as a limited liability company and in good standing under the laws of Florida, with full power the jurisdiction of its organization and authority qualified to own its assets and conduct its do business as presently being conductedin any state where the failure to be so qualified reasonably could be expected to have a Material Adverse Change. (b) The execution and delivery by the Originator has the full power and authority to execute and deliver of this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement and compliance with the terms thereof will not violate the Originator’s Governing Documents, conflict with, result in a breach of, or constitute (including all instruments with due notice or lapse of transfer to be delivered pursuant to this Agreementtime or both) by the Originator and the consummation a default under any material contractual obligation of the transactions contemplated hereby have been duly and validly authorized.Originator, in each case, to the extent such violation would reasonably be expected to result in a Material Adverse Change; (c) This The execution, delivery, and performance by the Originator of this Agreement have been duly authorized by all necessary action on the part of the Originator; this Agreement, assuming due authorization, execution and delivery by the other party or parties thereto, constitutes a legalvalid, valid legal and binding obligation of the Originator, enforceable against the Originator it in accordance with its termsthe terms thereof, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws now relating to or hereafter in effect affecting the enforcement rights of creditors’ rights in general creditors generally, and except as such enforceability may be limited by general equity principles (regardless of equity (whether such enforcement is considered in a proceeding in equity or at law or in equitylaw).; (d) None of the The execution and delivery by the Originator of this Agreement, the transactions contemplated hereby, or the fulfillment of, or Agreement and its performance and compliance with the terms and conditions of this Agreement will conflict with not violate any provision of federal, state, or local law or regulation applicable to the Originator, the Governing Documents of Originator, or any order, judgment, or decree of any court or other Governmental Authority binding on the Originator to the extent such violation would reasonably be expected to result in a breach of any of the terms, certificate of formation, operating agreement or any legal restriction or any agreement or instrument to which the Originator is now a party 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 Originator 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.Material Adverse Change; (e) There are no actions, suits, or proceedings pending or, to the best knowledge of Originator, threatened, against Originator, that could reasonably be expected to result in a Material Adverse Change; (f) No consent, approval, authorization or order of any court or governmental agency or body is required for for: (1) the execution, delivery and performance by the Originator of of, or compliance by the Originator with with, this Agreement, (2) the sale and contribution of the Purchased Assets to the Borrower, or if required(3) the consummation of the transactions required of it by this Agreement, except such as shall have been obtained before such date, other than: (A) the filing or recording of financing statements, instruments of assignment and other similar documents necessary in connection with the sale of the Purchased Assets to the Borrower, (B) such consents, approvals, authorizations, qualifications, registrations, filings or notices as have been obtained or made and (C) where the lack of such consent, approval, authorization authorization, qualification, registration, filing or order has been obtained prior notice would not reasonably be expected to the related Closing Date. (f) There is no action, suit, proceeding or investigation pending or to its knowledge threatened against the Originator which, either individually or in the aggregate, may result in any a material adverse change in the business, operations, financial condition, properties or assets of the Originator, or in any material impairment of the right or ability of the Originator to carry effect 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 action taken or to be contemplated herein, or which would be likely to impair materially the ability of the Originator to perform under the terms of this Agreement.performance hereunder; (g) The information about Immediately prior to the sale of the Purchased Assets to the Borrower, the Originator under the heading “The Originator” in the Prospectus relating had good and valid title to the Originator does not include an untrue statement Purchased Assets sold by it on such date free and clear of a material fact and does not omit to state a material fact, all Liens other than: (x) any Lien released contemporaneously with respect to the statements made, necessary in order to make the statements in light of the circumstances under which they were made not misleading.such sale or (y) any Permitted Liens; (h) All financial statements provided by the The Originator fairly present the pertinent results of operations and changes in financial position for each of such periods and the financial position at the end of each such period of the Originator and its subsidiaries and have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved.is Solvent; (i) There The Originator has been no material adverse change transferred the Purchased Assets transferred by it on each Transfer Date without any intent to hinder, delay or defraud any of its creditors; (j) The Originator has received fair consideration and reasonably equivalent value in exchange for the businessPurchased Assets sold and contributed by it on each Transfer Date to the Borrower; (k) [reserved]; (l) The Originator’s principal place of business and chief executive offices are located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, operationsSuite 310, financial condition Palo Alto, California 94301 or assets at such other address as shall be designated by such party in a written notice to the other parties hereto; (m) [reserved]; and It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive each Transfer Date and the delivery of the Originator since respective Loan Files to the date Collateral Custodian as the agent of the Agent, and shall inure to the benefit of the Agent, the Lenders, the Servicer, and the Borrower. Upon discovery by the Originator’s most recent financial statements, the Servicer, the Borrower, or the Agent of a breach of any of the foregoing representations and warranties that materially and adversely affects the value of any item of Collateral or the interests of the Lender Group in any item of Collateral, the party discovering such breach shall give prompt written notice to the other parties. The fact that Agent or any Lender has conducted or has failed to conduct any partial or complete due diligence investigation of the Loan Files shall not affect any rights of the Lender Group under this Agreement.

Representations and Warranties of the Originator. The Originator hereby represents and warrants to the other parties hereto as of the Closing Date that: (a) The Originator has been duly organized and is validly existing as a limited liability company in good standing under the laws of Florida, with full power and authority to own its assets and conduct its business as presently being conducted. (b) The Originator has the full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Originator 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 Originator, enforceable against the Originator 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). (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, operating agreement or any legal restriction or any agreement or instrument to which the Originator is now a party 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 Originator 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. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Originator of or compliance by the Originator with this Agreement, or if required, such consent, approval, authorization or order has been obtained prior to the related Closing Date. (f) There is no action, suit, proceeding or investigation pending or to its knowledge threatened against the Originator which, either individually or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Originator, or in any material impairment of the right or ability of the Originator 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 action taken or to be contemplated herein, or which would be likely to impair materially the ability of the Originator to perform under the terms of this Agreement. (g) The information about the Originator under the heading [“The Originator” ”] in the Prospectus relating to the Originator does not include an untrue statement of a material fact and does not omit to state a material fact, with respect to the statements made, necessary in order to make the statements in light of the circumstances under which they were made not misleading. (h) All financial statements provided by the Originator fairly present the pertinent results of operations and changes in financial position for each of such periods and the financial position at the end of each such period of the Originator and its subsidiaries and have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved. (i) There has been no material adverse change in the business, operations, financial condition or assets of the Originator since the date of the Originator’s most recent financial statements.

Representations and Warranties of the Originator. The Originator hereby represents and warrants to the other parties hereto that as of the Closing Date thatdate hereof, as of the date of the Initial Purchase and as of the date of each subsequent Purchase: (a) The Originator has been is a corporation duly organized and is incorporated, validly existing as a limited liability company and in good standing under the laws of Floridaits jurisdiction of incorporation and is duly qualified to do business, with full power and authority to own its assets and conduct is in good standing, in every jurisdiction in which the nature of its business as presently being conductedrequires it to be so qualified and the failure to do so could reasonably be expected to materially and adversely affect the Originator's ability to perform hereunder or the ability to sell or collect the Purchased Receivables hereunder. (b) The Originator has the full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Originator 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 Originator, enforceable against the Originator 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). (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, operating agreement or any legal restriction or any agreement or instrument to which the Originator is now a party 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 Originator 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. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Originator of this Agreement and all other Originator Documents to be entered into by it, including the Originator's use of the proceeds of Purchases, are within the Originator's corporate powers, have been duly authorized by all necessary corporate action, do not contravene (i) the Originator's charter or by-laws, (ii) any law, rule or regulation applicable to the Originator, (iii) any contractual restriction binding on or affecting the Originator or its property or (iv) any order, writ, judgment, award, injunction or decree binding on or affecting the Originator or its property, and do not result in or require the creation of any lien, security interest or other charge or encumbrance upon or with respect to any of its properties (other than in favor of the Buyer with respect to the Transferred Assets); and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. This Agreement and each other Originator Document to be entered into by the Originator with this Agreement, or if required, such consent, approval, authorization or order has each been obtained prior to duly executed and delivered by the related Closing DateOriginator. (fc) There No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is no actionrequired for the due execution, suitdelivery and performance by the Originator of this Agreement or any other Originator Document to be entered into by it, proceeding or investigation pending or except for the filing of the UCC financing statements referred to its knowledge threatened in Article III, all of which financing statements have been duly filed and are in full force and effect. (d) This Agreement and each other Originator Document to be entered into by the Originator constitute the legal, valid and binding obligation of the Originator enforceable against the Originator which, either individually or in accordance with their respective terms subject to bankruptcy and similar laws affecting creditors generally and principles of equity. (i) The Originator has furnished to the Buyer and the Deal Agent (as such term is defined in the aggregateReceivables Purchase Agreement) (A) copies of the Originator's audited consolidated balance sheet as at September 30, may result 1996, and the related audited consolidated statements of income and cash flow for the fiscal year of the Originator then ended reported on by Deloitte & Touche LLP, which financial statements present fairly in any all material respects in accordance with GAAP the financial position of the Originator and its consolidated subsidiaries as at September 30, 1996, and the results of operations of the Originator and its consolidated subsidiaries for the fiscal year of the Originator then ended, and (B) copies of the Originator's unaudited consolidated balance sheet as at June 30, 1997, and the related unaudited consolidated statements of income and cash flow for the nine-month period then ended, which financial statements present fairly in all material respects in accordance with GAAP the financial position of the Originator and its consolidated subsidiaries as at June 30, 1997, and the results of operations of the Originator and its consolidated subsidiaries for the nine-month period then ended; and (ii) since June 30, 1997, (A) no material adverse change has occurred in the business, operationsassets, liabilities, financial condition, properties or assets of the Originator, or in any material impairment of the right or ability of the Originator 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 action taken or to be contemplated herein, or which would be likely to impair materially the ability of the Originator to perform under the terms of this Agreement. (g) The information about the Originator under the heading “The Originator” in the Prospectus relating to the Originator does not include an untrue statement of a material fact and does not omit to state a material fact, with respect to the statements made, necessary in order to make the statements in light of the circumstances under which they were made not misleading. (h) All financial statements provided by the Originator fairly present the pertinent results of operations and changes in financial position for each of such periods and the financial position at the end of each such period or business prospects of the Originator and its subsidiaries taken as a whole, and (B) no event has occurred or failed to occur which has had, or may have, singly or in the aggregate, a Materially Adverse Effect. (f) Except as described in Schedule 7.1(k) of the Revolving Credit Agreement as in effect on the date hereof, there is no pending or threatened action or proceeding affecting the Originator or any other subsidiaries of the Originator before any court, governmental agency or arbitrator that could reasonably be expected to have been prepared a Material Adverse Effect. Neither the Originator, nor any subsidiary of the Originator is in accordance default with generally accepted accounting principles consistently applied throughout respect to any order of any court, arbitrator or governmental body except for defaults with respect to orders of governmental agencies which defaults are not material to the periods involvedbusiness and operations of the Originator or any subsidiary of the Originator. (g) No proceeds of any Purchase will be used by the Originator to acquire any security in any transaction which is subject to Section 13 or 14 of the Securities Exchange Act of 1934, as amended. (h) Immediately prior to each Purchase hereunder, each Receivable to be sold hereunder, together with the Contract related thereto and the other Transferred Assets relating thereto, is owned by the Originator free and clear of any Adverse Claim except as provided herein or permitted hereby, and the Buyer shall acquire all of the Originator's right, title and interest in such Transferred Assets and a valid and perfected first priority ownership interest in each such Receivable then existing or thereafter arising and in the Related Security and Collections with respect thereto, free and clear of any Adverse Claim except as created hereby or by the Buyer in the Receivables Purchase Agreement or any related document. No effective financing statement or other instrument similar in effect covering any Transferred Assets shall at any time be on file in any recording office except such as may be filed in favor of the Buyer relating to this Agreement or in favor of assignees of the Buyer under the Receivables Purchase Agreement. The Purchases of the Transferred Assets by the Buyer constitute true and valid sales and transfers for consideration (and not merely a pledge of such Transferred Assets for security purposes), enforceable against creditors of the Buyers and no Transferred Assets shall constitute property of the Originator. (i) There has been no material adverse change in No Asset Report or Daily Settlement Report (if prepared by the businessOriginator or any Affiliate thereof, operationsor to the extent that information contained therein is supplied by the Originator or any such Affiliates), information, exhibit, financial condition statement, document, book, record or assets report furnished or to be furnished by the Originator to the Buyer in connection with this Agreement is or will be inaccurate in any material respect as of the date it is or shall be dated or (except as otherwise disclosed to the Buyer, as the case may be, at such time) as of the date so furnished, and no such document contains or will contain any material misstatement of fact or omits or shall omit to state a material fact or any fact necessary to make the statements contained therein not misleading. (j) The principal place of business and chief executive office of the Originator since and the offices where the Originator keeps all the Records is located at the addresses of the Originator referred to in Section 9.02 hereof (or at such other locations as to which the notice and other requirements specified in Section 6.08 shall have been satisfied). (k) The names and addresses of all the Lock-Box Banks, together with the account numbers of the Lock-Box Accounts at such Lock-Box Banks and the names, addresses and account numbers of all accounts to which Collections of the Receivables outstanding before the Initial Purchase hereunder have been sent, are specified in Schedule III (which shall be deemed to be amended in respect of terminating or adding any Lock-Box Account or Lock-Box Bank upon satisfaction of the notice and other requirements specified in respect thereof). The Originator has no other lock-box accounts or similar deposit accounts for the collection of the Transferred Assets except for the Lock-Box Accounts. (l) Except as described in Schedule 7.1(x) of the Revolving Credit Agreement (as in effect on the date hereof), the Originator does not have any trade names, fictitious names, assumed names or "doing business as" names or other names under which it has done (at any time during the five year period preceding the date hereof) or is currently doing business (other than the corporate name of the Originator on the date hereof). (m) No event has occurred and is continuing, or would result from any Purchase hereunder or from the application of the proceeds therefrom, which constitutes an Event of Termination. (n) The Purchase Price constitutes reasonably equivalent value in consideration for the transfer to the Buyer of the Transferred Assets from the Originator and no such transfer shall have been made for or on account of an antecedent debt owed by the Originator to the Buyer and no such transfer is or may be voidable under any Section of the Bankruptcy Code. (o) The Originator has received advice from its counsel which is consistent with the conclusions set forth in the legal opinion(s) of King & Spalding, counsel to the Originator relating to the issues of substantive consolidation and true sale of the Receivables and the related property. (p) The Originator is solvent at the time of (and immediately after) each transfer of Transferred Assets to the Buyer hereunder. (q) The Originator has accounted for and has otherwise treated each Purchase of Transferred Assets hereunder in its books, records and financial statements as a sale, in each case consistent with GAAP and with the requirements set forth herein. (r) Synthetic owns one hundred percent (100%) of the outstanding capital stock of the Buyer and has not granted or issued any options, warrants or other rights to acquire any such capital stock. (s) The Originator has not (i) guaranteed any obligation of the Buyer, allowed any of its other Affiliates to guarantee any obligations of the Buyer, and neither the Originator nor any of its other Affiliates has held itself out as responsible for debts of the Buyer or actions with respect to the business and affairs of the Buyer; or (ii) permitted the commingling or pooling of its funds or other assets with those of the Buyer and has not otherwise permitted any other of its Affiliates to commingle or pool any of its funds or other assets with those of the Buyer. The Originator (i) and the Buyer allocate between themselves shared corporate operating services and expenses which are not reflected in the Collection Agent Fee (including, without limitation, the services of shared employees, consultants and agents and reasonable legal and auditing expenses) on the basis of the reasonably projected use or the projected value of services rendered, and otherwise on a basis reasonably related to actual use or the value of services rendered, (ii) has not named the Buyer, and has not allowed any other Affiliate to name the Buyer, as a direct or contingent beneficiary or loss payee on any insurance policy covering the property of the Originator’s most recent financial statements, Synthetic or any other Affiliates; and (iii) acknowledges that the Buyer, the "Deal Agent" and the "Purchaser" under the Receivables Purchase Agreement are entering into the transactions contemplated by the Receivables Purchase Agreement in reliance on the Buyer's identity as a separate legal entity from Synthetic, the Originator and Synthetic's other Affiliates. (t) The Originator is not an "investment company" or a company controlled by an "investment company" registered or required to be registered under the Investment Company Act, or otherwise subject to any other federal or state statute or regulation limiting its ability to incur indebtedness. (u) The Originator is not engaged, principally or as one of its important activities, in the business of extending credit for the purpose of "purchasing" or "carrying" any "margin stock" (as each of the quoted terms is defined or used in Regulation G, T, U or X). No part of the proceeds of any Transferred Asset has been used for so purchasing or carrying margin stock or for any purpose which violates, or which would be inconsistent with, the provisions of Regulation G, T, U or X.

Representations and Warranties of the Originator. The Originator hereby represents and warrants to the other parties hereto and the Noteholders that as of the Closing Date thatand as of each Transfer Date: (a) The Originator 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 Floridathe jurisdiction of its organization, with is duly qualified, in good standing and licensed to carry on its business in each state where the conduct of its business requires it to be so qualified and licensed and has full corporate power and authority to own its assets and conduct property, to carry on its business as presently being conducted.currently conducted and to enter into and perform its obligations under each Basic Document to which it is a party; (b) The execution and delivery by the Originator of each Basic Document to which it is a party and its performance of and compliance with the terms thereof will not violate the Originator'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 Originator is a party or which may be applicable to the Originator or any of its assets in each case that is likely to affect materially and adversely its ability to carry out the transactions contemplated hereby; (c) The Originator has the full power and authority to execute enter into and deliver this Agreement and consummate all transactions contemplated by the Basic Documents to perform its obligations hereunderbe consummated by it, and has duly authorized the execution, delivery and performance of this Agreement (including all instruments of transfer each Basic Document to be which it is a party and has duly executed and delivered pursuant each Basic Document to this Agreement) which it is a party; each Basic Document to which it is a party, assuming due authorization, execution and delivery by the Originator and the consummation each of the transactions contemplated hereby have been duly and validly authorized. (c) This Agreement other parties thereto, constitutes a legalvalid, valid legal and binding obligation of the Originator, enforceable against the Originator it in accordance with its termsthe terms hereof, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws now relating to or hereafter in effect affecting the enforcement rights of creditors’ rights in general creditors generally, and except as such enforceability may be limited by general equity principles (regardless of equity (whether such enforcement is considered in a proceeding in equity or at law or in equitylaw).; (d) None of The Originator is not in violation of, and the execution and delivery of this Agreement, each Basic Document to which it is a party by the transactions contemplated hereby, or the fulfillment of, or Originator 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 regulation of any federal, state, municipal or governmental agency having jurisdiction over it or its business, which violation would materially and conditions adversely affect the financial condition, business or operations of this Agreement will conflict the Originator or its properties or materially and adversely affect the performance of its duties under any Basic Document to which it is a party; (e) There are no actions or proceedings against, or investigations of, the Originator currently pending with regard to which the Originator has received service of process, and no action or result in proceeding against, or investigation of, the Originator is, to the Originator's knowledge, threatened or otherwise pending before any court, administrative agency or other tribunal that (A) would prohibit its entering into any Basic Document to which it is a breach party or render the Securities invalid, (B) seeks to prevent the issuance of the Securities or the consummation of any of the terms, certificate of formation, operating agreement or transactions contemplated by any legal restriction or any agreement or instrument Basic Document to which the Originator it is now a party or (C) would prohibit or materially and adversely affect the sale and contribution of the Assigned Assets to the Depositor, the performance by the Originator of its obligations under, or the validity or enforceability of, any Basic Document to which it is bound, a party or constitute a default or result in the violation of any law, rule, regulation, order, judgment or decree to which Originator 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.Securities; (ef) No consent, approval, authorization or order of any court or governmental agency or body is required for for: (1) the execution, delivery and performance by the Originator of of, or compliance by the Originator with this Agreementwith, any Basic Document to which it is a party, (2) the sale and contribution of the Assigned Assets to the Depositor, or if required(3) the consummation of the transactions required of it by any Basic Document to which it is a party, except such as shall have been obtained before such date, other than: (A) the filing or recording of financing statements, instruments of assignment and other similar documents necessary in connection with the sale of the Purchased Assets to the Issuer, (B) such consents, approvals, authorizations, qualifications, registrations, filings or notices as have been obtained or made and (C) where the lack of such consent, approval, authorization authorization, qualification, registration, filing or order has been obtained notice is unlikely to have a material adverse effect on its performance hereunder; (g) Immediately prior to the related Closing Date.sale of the Assigned Assets to the Depositor, the Originator had good and valid title to the Assigned Assets sold by it on such date free and clear of all Liens other than Permitted Liens; (fh) There The Originator is no actionsolvent, suit, proceeding or investigation pending or is able to pay its knowledge threatened against the Originator which, either individually or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Originator, or in any material impairment of the right or ability of the Originator debts as they become due and has capital sufficient to carry on its business substantially as now conducted, or and its obligations under each Basic Document to which would draw into question it is a party; it will not be rendered insolvent by the validity execution and delivery of this Agreement or by the Mortgage Loans performance of its obligations under each Basic Document to which it is a party; no petition of bankruptcy (or of any action taken similar Bankruptcy Proceeding) has been filed by or to be contemplated herein, or which would be likely to impair materially the ability of against the Originator to perform under the terms of this Agreement. (g) The information about the Originator under the heading “The Originator” in the Prospectus relating prior to the Originator does not include an untrue statement of a material fact and does not omit to state a material fact, with respect to the statements made, necessary in order to make the statements in light of the circumstances under which they were made not misleading. (h) All financial statements provided by the Originator fairly present the pertinent results of operations and changes in financial position for each of such periods and the financial position at the end of each such period of the Originator and its subsidiaries and have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved.date hereof; (i) There The Originator has been no material adverse change transferred the Assigned Assets transferred by it on each Transfer Date without any intent to hinder, delay or defraud any of its creditors; (j) The Originator has received fair consideration and reasonably equivalent value in exchange for the Assigned Assets sold and contributed by it on each Transfer Date to the Depositor; (k) The Originator has not dealt with any broker or agent or other Person who might be entitled to a fee, commission or compensation in connection with the transaction contemplated by this Agreement; (l) The Originator's principal place of business and chief executive offices are located at 400 Hamilton Avenue, Suite 310, Palo Alto, California 94301 or at su▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ shall be designated by such party in a written notice to the other parties hereto; (m) The Originator and the Servicer acknowledge and agree that the Servicing Fee represents reasonable compensation for the performance of the servicing duties hereunder and that the entire Servicing Fee shall be treated by the Servicer and the Originator, for accounting purposes, as compensation for the servicing and administration of the Transferred Loans pursuant to this Agreement; and (n) The Originator is in compliance with the financial covenants set forth in Section 7.01. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive delivery of the respective Loan Files to the Collateral Custodian, as the agent of the Indenture Trustee, and shall inure to the benefit of the Noteholders, the Depositor, the Servicer, the Indenture Trustee, the Owner Trustee and the Issuer. Upon discovery by the Originator, the Servicer, the Indenture Trustee or the Issuer of a breach of any of the foregoing representations and warranties that materially and adversely affects the value of any item of Collateral or the interests of the Noteholders in any item of Collateral or in the businessSecurities, operations, financial condition the party discovering such breach shall give prompt written notice to the other parties. The fact that the Noteholders have conducted or assets have failed to conduct any partial or complete due diligence investigation of the Originator since the date Loan Files shall not affect any rights of the Originator’s most recent financial statementsSecurityholders' under this Agreement.

Representations and Warranties of the Originator. The Originator hereby represents and warrants to and agrees with the other parties hereto as of the Closing Date Agents that: (a) The the Originator has been duly organized is a corporation amalgamated and is validly existing as a limited liability company in good standing under the laws of Florida, with full Canada; (b) the Originator has all requisite corporate power and authority to own its assets enter into, deliver and conduct its business as presently being conducted. (b) The Originator has the full power and authority to execute and deliver this Agreement and to perform its obligations hereunderunder this Agency Agreement, the other Transaction Documents to which the Originator is or on the Closing Date will be a party and all necessary action has been or will be taken on or before the Closing Date to authorize the execution, delivery and performance of this Agency Agreement, the other Transaction Documents to which the Originator is or on the Closing Date will be a party, in each case, by the Originator; (c) assuming the due authorization, execution and delivery of this Agency Agreement (including all instruments by the parties hereto other than the Originator, and the enforceability of transfer to be this Agency Agreement against such parties, this Agency Agreement has been duly executed and delivered pursuant to this Agreement) by the Originator 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 Originator, enforceable against the Originator in accordance with its terms, subject to applicable bankruptcy, insolvency, winding-up, moratorium or reorganization, or other similar laws affecting creditors’ rights generally and to the availability of equitable remedies; (d) the execution and delivery by the Originator of, and the performance by the Originator of its obligations under, the Transaction Documents to which it is a party will not result in any violation of the articles of amalgamation or by-laws of the Originator or any material violation of any agreement or other instrument binding upon the Originator or any of its assets or undertakings, will not result in any material violation of any statute or any order, rule or regulation of any governmental body, agency or court having jurisdiction over the Originator or of any law applicable to the Originator or any of its assets or undertakings; (e) neither the Preliminary Private Placement Memoranda, the Private Placement Memorandum, the Preliminary Offering Memoranda, the Offering Memorandum nor any document incorporated by reference therein or supplementary thereto, including without limitation any investor presentation, marketing teaser, cashflows, prepay data, Bloomberg cashflows (if posted) or other material prepared for and disseminated to investors, contains any misrepresentation or untrue statement or alleged misrepresentation or alleged untrue statement, or omission or alleged omission to state any material fact or any other fact or information required to be stated or necessary to make any statement therein not misleading in light of the circumstances in which it was made, excluding any statement or omission that pertains to the Agents and/or was provided by the Agents; (f) assuming the accuracy of the representations and warranties of the Agents contained in Section 3 and their compliance with the agreements set forth therein, it is not necessary, in connection with the issuance and sale of the Notes to the Subscribers in the manner contemplated by this Agreement, the Preliminary Private Placement Memoranda, the Private Placement Memorandum, the Preliminary Offering Memoranda and the Offering Memorandum, to register the Notes under the U.S. Securities Act or to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”); (g) no consent, approval, authorization or order of, or qualification with, any governmental body or agency having jurisdiction over the Originator or the Trust is required for the performance by the Originator or the Trust of their respective obligations under any Transaction Document; (h) there are no legal or governmental proceedings ongoing or, to the Originator’s knowledge, pending or threatened, to which the Originator, the Trust or any of the Originator’s subsidiaries is a party or to which any of the property of the Originator or the Trust is subject, which could have a material adverse effect on the execution, delivery or performance of the Transaction Documents; (i) the Transaction Documents to which the Originator or the Trust is or on the Closing Date will be a party, when executed and delivered by the Originator or the Trust, as applicable, will be duly authorized by all necessary action and, assuming the due authorization, execution and delivery of the Transaction Documents to which the Originator or the Trust, as applicable, is or on the Closing Date will be a party by the parties thereto other than the Originator or the Trust, as applicable, and the enforceability of such Transaction Documents against such parties, will constitute legal, valid and binding obligations of the Originator or the Trust, as applicable, enforceable against the Originator or the Trust, as applicable, in accordance with their terms, subject to applicable bankruptcy, insolvency, winding-up, moratorium or reorganization, or other similar laws affecting creditors’ rights generally and to the availability of equitable remedies; (j) the representations and warranties of the Originator and the Trust contained in the Transaction Documents to which the Originator or the Trust, as applicable, is or on the Closing Date will be a party that are made or to be made on or with effect as of the Closing Date will be true and correct on or as of such date; (k) none of the Originator, the Trust or any of the Originator’s affiliates or, assuming the representations, warranties and covenants of the Agents are true and accurate, any person acting on its or their behalf, has made or will make any Directed Selling Efforts in the United States with respect to the Notes, or has taken or will take any action that would cause the exemption afforded by Section 4(2) of the U.S. Securities Act or Regulation S, to be unavailable for offers and sales of the Notes pursuant to this Agency Agreement; (l) none of the Originator, the Trust or any of the Originator’s affiliates or, assuming the representations, warranties and covenants of the Agents are true and accurate, any person acting on its or their behalf has engaged or will engage in any form of General Solicitation or General Advertising or any manner involving a public offering within the meaning of Section 4(2) of the Applicable Securities Laws, with respect to offers or sales of the Notes in the United States; (m) none of the Originator, the Trust or any of the Originator’s affiliates or, assuming the representations, warranties and covenants of the Agents are true and accurate, any person acting on any of their behalf has taken or will take any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Notes; (n) the Notes issued under the Indenture, and any Notes to be issued, are when executed, duly executed and duly authorized by the Trust and when delivered and paid for by a Subscriber in accordance with the terms of the Subscription Agreement and the Indenture, will be valid and legally binding obligations of the Trust, enforceable in accordance with their terms except as the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now relating to or hereafter in effect affecting the enforcement of creditors’ rights in general generally, and except as such enforceability may be limited by general principles to the availability of equity (whether considered in a proceeding at law or in equity).equitable remedies; (do) None the Trust is not, and as a result of the execution sale of the Notes contemplated hereby will not be, registered or required to be registered as an “investment company” under the U.S. Investment Company Act; and (p) on and delivery immediately after the Closing Date, the Trust (after giving effect to the issuance of the Notes and to the other transactions related thereto as described in the Private Placement Memorandum and Offering Memorandum) will be Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (A) the present fair market value (or present fair saleable value of the assets of the Trust is not less than the total amount required to pay the probable liabilities of the Trust on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (B) the Trust is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (C) assuming the sale of the notes as contemplated by this Agreement, the transactions contemplated herebyPrivate Placement Memorandum and the Offering Memorandum, the Trust is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature, and (D) the fulfillment ofTrust is not engaged in any business or transaction, and is not about to engage in any business or compliance with transaction, for which its property would constitute unreasonably small capital after giving due consideration to the terms and conditions of this Agreement will conflict with or result prevailing practice in a breach of any of the terms, certificate of formation, operating agreement or any legal restriction or any agreement or instrument to industry in which the Originator Trust is now a party or by which engaged. In computing the amount of such contingent liabilities at any time, it is boundintended that such liabilities will be computed at the amount that, or constitute a default or result in the violation of any law, rule, regulation, order, judgment or decree to which Originator 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. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Originator of or compliance by the Originator with this Agreement, or if required, such consent, approval, authorization or order has been obtained prior to the related Closing Date. (f) There is no action, suit, proceeding or investigation pending or to its knowledge threatened against the Originator which, either individually or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Originator, or in any material impairment of the right or ability of the Originator 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 action taken or to be contemplated herein, or which would be likely to impair materially the ability of the Originator to perform under the terms of this Agreement. (g) The information about the Originator under the heading “The Originator” in the Prospectus relating to the Originator does not include an untrue statement of a material fact and does not omit to state a material fact, with respect to the statements made, necessary in order to make the statements in light of all the facts and circumstances under which they were made not misleadingexisting at such time, represents the amount that can reasonably be expected to become an actual or matured liability. (h) All financial statements provided by the Originator fairly present the pertinent results of operations and changes in financial position for each of such periods and the financial position at the end of each such period of the Originator and its subsidiaries and have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved. (i) There has been no material adverse change in the business, operations, financial condition or assets of the Originator since the date of the Originator’s most recent financial statements.

Representations and Warranties of the Originator. The Originator hereby represents and warrants to the other parties hereto as of the Closing Date thatfollows: (a) The Originator has been duly organized and is an organization validly existing as a limited liability company and in good standing under the laws of Floridathe jurisdiction of its organization, with full power and authority is duly qualified to own its assets do business, and conduct is in good standing, in every jurisdiction where the nature of its business as presently being conductedrequires it to be so qualified, except where the failure to be so qualified or in good standing would not reasonably be expected to have a Material Adverse Effect. (b) The Originator has the full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance by the Originator of this Agreement each Transaction Document to which it is a party (including i) are within the Originator’s corporate powers, (ii) have been duly authorized by all instruments necessary corporate action, (iii) do not contravene (1) the Originator’s charter or by-laws, (2) any law, rule or regulation applicable to the Originator, (3) any contractual restriction binding on or affecting the Originator or its property, the violation of which could or (4) any order, writ, judgment, award, injunction or decree binding on the Originator or its property, in each case for clauses (2) through (4) where such contravention would reasonably be expected to have a material adverse effect on the collectibilitycollectability of any outstandingTransferred Receivable or a Material Adverse Effect or a material adverse effect on the Originator or (4) any order, writ, judgment, award, injunction or decree binding on or affecting the Originator or its property, Originator’s ability to perform its obligations hereunder or under any other Transaction Document, and (iv) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties (except for the transfer to be delivered of the Originator’s interest in the Receivables pursuant to this Agreement) ). This Agreement has been duly executed and delivered by the Originator and the consummation a duly authorized officer of the transactions contemplated hereby have been duly and validly authorizedOriginator. (c) This No authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body is required for the due execution, delivery and performance by the Originator of this Agreement or any other document to be delivered hereunder, except for the filing of UCC financing statements which are referred to herein other than those which have been obtained; provided that the right of any assignee of a Receivable the obligor of which is a Government Obligor to enforce such Receivable directly against such obligor may be restricted by the Federal Assignment of Claims Act or any similar applicable law to the extent the Originator or the Buyer shall not have complied with the applicable provisions of any such law in connection with the assignment or subsequent reassignment of any such Receivable. (d) Each of the Transaction Documents to which it is a party constitutes a the legal, valid and binding obligation of the Originator, Originator enforceable against the Originator in accordance with its terms, except as enforceability may be limited by applicable subject to bankruptcy, insolvency, reorganization, moratorium or and other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general generally and except as such enforceability may be limited by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw). (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, operating agreement or any legal restriction or any agreement or instrument to which the Originator is now a party 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 Originator 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. (e) No consentSales and contributions made pursuant to this Agreement will constitute a valid sale, approval, authorization or order transfer and assignment of any court or governmental agency or body is required for the execution, delivery and performance by the Originator of or compliance by the Originator with this Agreement, or if required, such consent, approval, authorization or order has been obtained prior Receivables to the related Closing DateBuyer, enforceable against creditors of, and purchasers from, the Originator. The Originator shall have no remaining property interest in any Transferred Receivable. (f) There is no action, suit, proceeding or investigation pending or to The consolidated balance sheets of United Rentals and its knowledge threatened against the Originator which, either individually or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Originator, or in any material impairment of the right or ability of the Originator to carry on its business substantially Subsidiaries as now conducted, or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be contemplated herein, or which would be likely to impair materially the ability of the Originator to perform under the terms of this Agreement. (g) The information about the Originator under the heading “The Originator” in the Prospectus relating to the Originator does not include an untrue statement of a material fact and does not omit to state a material fact, with respect to the statements made, necessary in order to make the statements in light of the circumstances under which they were made not misleading. (h) All financial statements provided by the Originator fairly present the pertinent results of operations and changes in financial position for each of such periods and the financial position at the end of each such period its most recent fiscal year, and the related consolidated statements of the Originator income and retained earnings of United Rentals and its subsidiaries and Subsidiaries for such fiscal year, copies of which have been prepared or will be furnished to the Buyer in accordance with generally accepted accounting principles Section 5.01(j) below, fairly present in all material respects the consolidated financial condition of United Rentals and its Subsidiaries as at such date and the consolidated results of the operations of United Rentals and its Subsidiaries for the period ended on such date, all in accordance with GAAP consistently applied throughout applied, and since the periods involved. (i) There end of its most recent fiscal year there has been no material adverse change in the business, operations, property or financial condition of United Rentals and its Subsidiaries, except as may have previously been disclosed to the Buyer. (g) There is no pending or, to the Originator’s knowledge, threatened action or proceeding affecting the Originator before any court, governmental agency or arbitrator which maythat would reasonably be expected to materially adversely affect the financial condition or assets operations of the Originator since or the date ability of the Originator to perform its obligations under this Agreement, or which purports to affect the legality, validity or enforceability of this Agreement; the Originator is not in default with respect to any order of any court, arbitration or governmental body except for defaults with respect to orders of governmental agencies which defaultsthat are not material to the business or operations of the Originator’s most recent . (h) No proceeds of any purchase will be used to acquire any equity security of a class which is registered pursuant to Section 12 of the Securities Exchange Act of 1934. (other than the equity securities of United Rentals). (i) Each Receivable, together with the Related Security, is owned (prior to its sale or contribution hereunder) by the Originator free and clear of any Adverse Claim (other than any Adverse Claim arising solely as the result of any action taken by the Buyer or arising under or permitted by any Transaction Document). When the Buyer makes a purchase or receives a contribution of a Receivable it shall acquire valid ownership of such Transferred Receivable and the Related Security and Collections with respect thereto free and clear of any Adverse Claim (other than any Adverse Claim arising solely as the result of any action taken by the Buyer or arising under or permitted by any Transaction Document); provided, that the interest of the Originator in Receivables that represent proceeds of the sale of equipment that has been leased to the Originator may be subject to the lien of the lessor thereof, so long as the Outstanding Balance of Receivables subject to such lien is de minimis relative to the Outstanding Balance of Pool Receivables at such time; provided, further, that the right of any assignee of Receivables the obligor of which is a Government Obligor to enforce such Receivable directly against such obligor may be restricted by the Federal Assignment of Claims Act or any similar applicable law to the extent the Originator or Buyer and/or any assignee thereof shall not have complied with the applicable provisions of any such law in connection with the assignment or subsequent reassignment of any such Receivable. No effective financing statement or other instrument similar in effect covering any Contract or any Transferred Receivable, any interest therein, the Related Security or Collections with respect thereto is on file in any recording office, except those filed in favor of the Buyer relating to this Agreement and those filed pursuant to the Receivables Agreement. (j) Each report, information, exhibit, financial statementsstatement, document, book, record or report furnished or to be furnished at any time by the Originator to the Buyer in connection with this Agreement is true, complete and accurate in all material respects as of its date or (except as otherwise disclosed to the Buyer at such time) as of the date so furnished. (k) The principal place of business and chief executive office of the Originator and the office where the Originator keeps its records concerning the Transferred Receivables are located at the address or addresses referred to in Section 5.01(b). (l) The Originator is not known by and does not use, nor has it been known by or used within the past five years, any tradename or doing-business-as name. (m) With respect to any programs used by the Originator in the servicing of the Receivables, no sublicensing agreements are necessary in connection with the designation of a new Collection Agent so that such new Collection Agent shall have the benefit of such programs (it being understood, however, that the Collection Agent, if other than United Rentals, shall be required to be bound by a confidentiality agreement reasonably acceptable to the Originator). (n) All sales, excise or other taxes with respect to the merchandise, insurance or services which are the subject of any Contract for a Receivable have been paid by the Originator when due, except where the failure to pay such sales, excise or other taxes would not reasonably be expected to have a Material Adverse Effect on the Originator or the Buyer or create any material liability against the Buyer, the Administrative Agent, any Purchaser Agent, any Purchaser or any Bank. (o) The names of the Collection Account Banks and Controlled Account Bank, together with the account numbers of the Collection Accounts and the Controlled Account, are specified in Annex B (as the same may be updated from time to time pursuant to Section 5.01(g) and), the definition of Collection Account or Controlled Account, as applicable, contained in the Receivables Agreement and paragraph (h) of Exhibit IV to the Receivables Agreement). (p) All right, title and interest of the Originator in and to, and exclusive dominion and control in respect of the Controlled Account hashave been transferred by the Originator to the Buyer, or its designee, free and clear of any Adverse Claim (other than any Adverse Claim arising under or permitted by any Transaction Document). The Originator has no interest in any Collection Account or the Controlled Account. (q) Each ENB Receivable has been originated pursuant to the terms of a Contract substantially similar to the form of Contract attached as Annex H to the Receivables Agreement, as amended from time to time by the Originator with notice to the Buyer; provided that if any amendment to such form of Contract adversely affects the enforceability of ENB Receivables or the interests of the Buyer therein, such amendment shall require the written consent of the Buyer.

Representations and Warranties of the Originator. The Originator hereby represents and warrants to the other parties hereto and the Lenders that as of the Closing Date, the Restatement Effective Date thatand as of each Transfer Date: (a) The Originator 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 Floridathe jurisdiction of its organization, with full is duly qualified, in good standing and licensed to carry on its business in each state where the conduct of its business requires it to be so qualified and licensed and has corporate power and authority to own its assets and conduct property, to carry on its business as presently being conducted.currently conducted and to enter into and perform its obligations under each Loan Document to which it is a party; (b) The execution and delivery by the Originator of each Loan Document to which it is a party and its performance of and compliance with the terms thereof will not violate the Originator’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 Originator is a party or which may be applicable to the Originator or any of its assets, in each case that is likely to affect materially and adversely its ability to carry out the transactions contemplated hereby; (c) The Originator has the full power and authority to execute enter into and deliver this Agreement and consummate all transactions contemplated by the Loan Documents to perform its obligations hereunderbe consummated by it, and has duly authorized the execution, delivery and performance of this Agreement (including all instruments of transfer each Loan Document to be which it is a party and has duly executed and delivered pursuant each Loan Document to this Agreement) which it is a party; each Loan Document to which it is a party, assuming due authorization, execution and delivery by the Originator and the consummation each of the transactions contemplated hereby have been duly and validly authorized. (c) This Agreement other parties thereto, constitutes a legalvalid, valid legal and binding obligation of the Originator, enforceable against the Originator it in accordance with its termsthe terms hereof, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws now relating to or hereafter in effect affecting the enforcement rights of creditors’ rights in general creditors generally, and except as such enforceability may be limited by general equity principles (regardless of equity (whether such enforcement is considered in a proceeding in equity or at law or in equitylaw).; (d) None of The Originator is not in violation of, and the execution and delivery of this Agreement, each Loan Document to which it is a party by the transactions contemplated hereby, or the fulfillment of, or Originator and its performance and compliance with the terms of each Loan 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 regulation of any federal, state, municipal or governmental agency having jurisdiction over it or its business, which violation would materially and conditions adversely affect the financial condition, business or operations of this Agreement will conflict the Originator or its properties or materially and adversely affect the performance of its duties under any Loan Document to which it is a party; (e) There are no actions or proceedings against, or investigations of, the Originator currently pending with regard to which the Originator has received service of process, and no action or result in proceeding against, or investigation of, the Originator is, to the Originator’s knowledge, threatened or otherwise pending before any court, administrative agency or other tribunal that (A) would prohibit its entering into any Loan Document to which it is a breach party or render its obligations thereunder invalid, (B) seeks to prevent the consummation of any of the terms, certificate of formation, operating agreement or transactions contemplated by any legal restriction or any agreement or instrument Loan Document to which the Originator it is now a party or (C) would prohibit or materially and adversely affect the sale and contribution of the Purchased Assets to the Buyer, the performance by the Originator of its obligations under, or the validity or enforceability of, any Loan Document to which it is bound, or constitute a default or result in the violation of any law, rule, regulation, order, judgment or decree to which Originator 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.party; (ef) No consent, approval, authorization or order of any court or governmental agency or body is required for for: (1) the execution, delivery and performance by the Originator of of, or compliance by the Originator with this Agreementwith, any Loan Document to which it is a party, (2) the sale and contribution of the Purchased Assets to the Buyer, or if required(3) the consummation of the transactions required of it by any Loan Document to which it is a party, except such as shall have been obtained before such date, other than: (A) the filing or recording of financing statements, instruments of assignment and other similar documents necessary in connection with the sale of the Purchased Assets to the Buyer, (B) such consents, approvals, authorizations, qualifications, registrations, filings or notices as have been obtained or made and (C) where the lack of such consent, approval, authorization authorization, qualification, registration, filing or order has been obtained notice is unlikely to have a Material Adverse Effect; (g) Immediately prior to the related Closing Date.sale of the Purchased Assets to the Buyer, the Originator had good and valid title to the Purchased Assets sold by it on such date free and clear of all Liens other than Permitted Liens; (fh) There The Originator is no actionSolvent, suit, proceeding or investigation pending or is able to pay its knowledge threatened against the Originator which, either individually or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Originator, or in any material impairment of the right or ability of the Originator debts as they become due and has capital sufficient to carry on its business substantially as now conducted, or and its obligations under each Loan Document to which would draw into question it is a party; it will not be rendered insolvent by the validity execution and delivery of this Agreement or by the Mortgage Loans performance of its obligations under each Loan Document to which it is a party; no petition of bankruptcy (or of any action taken similar Bankruptcy Proceeding) has been filed by or to be contemplated herein, or which would be likely to impair materially the ability of against the Originator to perform under the terms of this Agreement. (g) The information about the Originator under the heading “The Originator” in the Prospectus relating prior to the Originator does not include an untrue statement of a material fact and does not omit to state a material fact, with respect to the statements made, necessary in order to make the statements in light of the circumstances under which they were made not misleading. (h) All financial statements provided by the Originator fairly present the pertinent results of operations and changes in financial position for each of such periods and the financial position at the end of each such period of the Originator and its subsidiaries and have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved.date hereof; (i) There The Originator has been no material adverse change transferred the Purchased Assets transferred by it on each Transfer Date without any intent to hinder, delay or defraud any of its creditors; (j) The Originator has received fair consideration and reasonably equivalent value in exchange for the businessPurchased Assets sold and contributed by it on each Transfer Date to the Buyer; (k) The Originator has not dealt with any broker or agent or other Person who might be entitled to a fee, operationscommission or compensation in connection with the transaction contemplated by this Agreement; (l) The Originator’s principal place of business and chief executive offices are located at 3▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, financial condition ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or assets at such other address as shall be designated by such party in a prior written notice to the other parties hereto; and (m) The Originator and the Servicer acknowledge and agree that the Servicing Fee represents reasonable compensation for the performance of the Originator since servicing duties hereunder and that the date entire Servicing Fee shall be treated by the Servicer and the Originator, for accounting purposes, as compensation for the servicing and administration of the Transferred Notes Receivable pursuant to this Agreement. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive delivery of the respective Required Asset Documents to the Collateral Custodian as the agent of the Agent, and shall inure to the benefit of the Agent, the Lenders, the Servicer, and the Buyer. Upon discovery by the Originator’s most recent financial statements, the Servicer, the Buyer, or the Agent of a breach of any of the foregoing representations and warranties that materially and adversely affects the value of any item of Collateral or the interests of the Lender Group in any item of Collateral, the party discovering such breach shall give prompt written notice to the other parties. The fact that Agent or any Lender has conducted or has failed to conduct any partial or complete due diligence investigation of the Note Receivable Documents shall not affect any rights of the Lender Group under this Agreement.

Representations and Warranties of the Originator. The Originator hereby represents and warrants to the other parties hereto and the Lenders that as of the Closing Date thatand as of each Transfer Date: (a) The Originator 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 Floridathe jurisdiction of its organization, with is duly qualified, in good standing and licensed to carry on its business in each state where the conduct of its business requires it to be so qualified and licensed and has full corporate power and authority to own its assets and conduct property, to carry on its business as presently being conducted.currently conducted and to enter into and perform its obligations under each Loan Document to which it is a party; (b) The execution and delivery by the Originator of each Loan Document to which it is a party and its performance of and compliance with the terms thereof will not violate the Originator’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 Originator is a party or which may be applicable to the Originator or any of its assets in each case that is likely to affect materially and adversely its ability to carry out the transactions contemplated hereby; (c) The Originator has the full power and authority to execute enter into and deliver this Agreement and consummate all transactions contemplated by the Loan Documents to perform its obligations hereunderbe consummated by it, and has duly authorized the execution, delivery and performance of this Agreement (including all instruments of transfer each Loan Document to be which it is a party and has duly executed and delivered pursuant each Loan Document to this Agreement) which it is a party; each Loan Document to which it is a party, assuming due authorization, execution and delivery by the Originator and the consummation each of the transactions contemplated hereby have been duly and validly authorized. (c) This Agreement other parties thereto, constitutes a legalvalid, valid legal and binding obligation of the Originator, enforceable against the Originator it in accordance with its termsthe terms hereof, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws now relating to or hereafter in effect affecting the enforcement rights of creditors’ rights in general creditors generally, and except as such enforceability may be limited by general equity principles (regardless of equity (whether such enforcement is considered in a proceeding in equity or at law or in equitylaw).; (d) None of The Originator is not in violation of, and the execution and delivery of this Agreement, each Loan Document to which it is a party by the transactions contemplated hereby, or the fulfillment of, or Originator and its performance and compliance with the terms of each Loan 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 regulation of any federal, state, municipal or governmental agency having jurisdiction over it or its business, which violation would materially and conditions adversely affect the financial condition, business or operations of this Agreement will conflict the Originator or its properties or materially and adversely affect the performance of its duties under any Loan Document to which it is a party; (e) There are no actions or proceedings against, or investigations of, the Originator currently pending with regard to which the Originator has received service of process, and no action or result in proceeding against, or investigation of, the Originator is, to the Originator’s knowledge, threatened or otherwise pending before any court, administrative agency or other tribunal that (A) would prohibit its entering into any Loan Document to which it is a breach party or render its obligations thereunder invalid, (B) seeks to prevent the consummation of any of the terms, certificate of formation, operating agreement or transactions contemplated by any legal restriction or any agreement or instrument Loan Document to which the Originator it is now a party or (C) would prohibit or materially and adversely affect the sale and contribution of the Purchased Assets to the Borrower, the performance by the Originator of its obligations under, or the validity or enforceability of, any Loan Document to which it is bound, or constitute a default or result in the violation of any law, rule, regulation, order, judgment or decree to which Originator 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.party; (ef) No consent, approval, authorization or order of any court or governmental agency or body is required for for: (1) the execution, delivery and performance by the Originator of of, or compliance by the Originator with this Agreementwith, any Loan Document to which it is a party, (2) the sale and contribution of the Purchased Assets to the Borrower, or if required(3) the consummation of the transactions required of it by any Loan Document to which it is a party, except such as shall have been obtained before such date, other than: (A) the filing or recording of financing statements, instruments of assignment and other similar documents necessary in connection with the sale of the Purchased Assets to the Borrower, (B) such consents, approvals, authorizations, qualifications, registrations, filings or notices as have been obtained or made and (C) where the lack of such consent, approval, authorization authorization, qualification, registration, filing or order has been obtained notice is unlikely to have a material adverse effect on its performance hereunder; (g) Immediately prior to the related Closing Date.sale of the Purchased Assets to the Borrower, the Originator had good and valid title to the Purchased Assets sold by it on such date free and clear of all Liens other than Permitted Liens; (fh) There The Originator is no actionsolvent, suit, proceeding or investigation pending or is able to pay its knowledge threatened against the Originator which, either individually or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Originator, or in any material impairment of the right or ability of the Originator debts as they become due and has capital sufficient to carry on its business substantially as now conducted, or and its obligations under each Loan Document to which would draw into question it is a party; it will not be rendered insolvent by the validity execution and delivery of this Agreement or by the Mortgage Loans performance of its obligations under each Loan Document to which it is a party; no petition of bankruptcy (or of any action taken similar Bankruptcy Proceeding) has been filed by or to be contemplated herein, or which would be likely to impair materially the ability of against the Originator to perform under the terms of this Agreement. (g) The information about the Originator under the heading “The Originator” in the Prospectus relating prior to the Originator does not include an untrue statement of a material fact and does not omit to state a material fact, with respect to the statements made, necessary in order to make the statements in light of the circumstances under which they were made not misleading. (h) All financial statements provided by the Originator fairly present the pertinent results of operations and changes in financial position for each of such periods and the financial position at the end of each such period of the Originator and its subsidiaries and have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved.date hereof; (i) There The Originator has transferred the Purchased Assets transferred by it on each Transfer Date without any intent to hinder, delay or defraud any of its creditors; (j) The Originator has received fair consideration and reasonably equivalent value in exchange for the Purchased Assets sold and contributed by it on each Transfer Date to the Borrower; (k) The Originator has not dealt with any broker or agent or other Person who might be entitled to a fee, commission or compensation in connection with the transaction contemplated by this Agreement; (l) The Originator’s principal place of business and chief executive offices are located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310, Palo Alto, California 94301 or at such other address as shall be designated by such party in a written notice to the other parties hereto; (m) The Originator and the Servicer acknowledge and agree that the Servicing Fee represents reasonable compensation for the performance of the servicing duties hereunder and that the entire Servicing Fee shall be treated by the Servicer and the Originator, for accounting purposes, as compensation for the servicing and administration of the Transferred Loans pursuant to this Agreement; and (n) The Originator is in compliance with the financial covenants set forth in Section 7.01. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive delivery of the respective Loan Files to Agent or, if a Collateral Custodian has been no material adverse change in appointed, the business, operations, financial condition or assets Collateral Custodian as the agent of the Originator since Agent, and shall inure to the date benefit of the Agent, the Lenders, the Servicer, and the Borrower. Upon discovery by the Originator’s most recent financial statements, the Servicer, the Borrower, or the Agent of a breach of any of the foregoing representations and warranties that materially and adversely affects the value of any item of Collateral or the interests of the Lender Group in any item of Collateral, the party discovering such breach shall give prompt written notice to the other parties. The fact that Agent or any Lender has conducted or has failed to conduct any partial or complete due diligence investigation of the Loan Files shall not affect any rights of the Lender Group under this Agreement.

Representations and Warranties of the Originator. The Originator hereby represents and warrants to the other parties hereto and the Lenders that as of the Closing Date thatand the Restatement Date and as of each Transfer Date: (a) The Originator 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 Floridathe jurisdiction of its organization, with full is duly qualified, in good standing and licensed to carry on its business in each state where the conduct of its business requires it to be so qualified and licensed and has corporate power and authority to own its assets and conduct property, to carry on its business as presently being conducted.currently conducted and to enter into and perform its obligations under each Loan Document to which it is a party; (b) The execution and delivery by the Originator of each Loan Document to which it is a party and its performance of and compliance with the terms thereof will not violate the Originator’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 Originator is a party or which may be applicable to the Originator or any of its assets, in each case that is likely to affect materially and adversely its ability to carry out the transactions contemplated hereby; (c) The Originator has the full power and authority to execute enter into and deliver this Agreement and consummate all transactions contemplated by the Loan Documents to perform its obligations hereunderbe consummated by it, and has duly authorized the execution, delivery and performance of this Agreement (including all instruments of transfer each Loan Document to be which it is a party and has duly executed and delivered pursuant each Loan Document to this Agreement) which it is a party; each Loan Document to which it is a party, assuming due authorization, execution and delivery by the Originator and the consummation each of the transactions contemplated hereby have been duly and validly authorized. (c) This Agreement other parties thereto, constitutes a legalvalid, valid legal and binding obligation of the Originator, enforceable against the Originator it in accordance with its termsthe terms hereof, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws now relating to or hereafter in effect affecting the enforcement rights of creditors’ rights in general creditors generally, and except as such enforceability may be limited by general equity principles (regardless of equity (whether such enforcement is considered in a proceeding in equity or at law or in equitylaw).; (d) None of The Originator is not in violation of, and the execution and delivery of this Agreement, each Loan Document to which it is a party by the transactions contemplated hereby, or the fulfillment of, or Originator and its performance and compliance with the terms of each Loan 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 regulation of any federal, state, municipal or governmental agency having jurisdiction over it or its business, which violation would materially and conditions adversely affect the financial condition, business or operations of this Agreement will conflict the Originator or its properties or materially and adversely affect the performance of its duties under any Loan Document to which it is a party; (e) There are no actions or proceedings against, or investigations of, the Originator currently pending with regard to which the Originator has received service of process, and no action or result in proceeding against, or investigation of, the Originator is, to the Originator’s knowledge, threatened or otherwise pending before any court, administrative agency or other tribunal that (A) would prohibit its entering into any Loan Document to which it is a breach party or render its obligations thereunder invalid, (B) seeks to prevent the consummation of any of the terms, certificate of formation, operating agreement or transactions contemplated by any legal restriction or any agreement or instrument Loan Document to which the Originator it is now a party or (C) would prohibit or materially and adversely affect the sale and contribution of the Purchased Assets to the Buyer, the performance by the Originator of its obligations under, or the validity or enforceability of, any Loan Document to which it is bound, or constitute a default or result in the violation of any law, rule, regulation, order, judgment or decree to which Originator 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.party; (ef) No consent, approval, authorization or order of any court or governmental agency or body is required for for: (1) the execution, delivery and performance by the Originator of of, or compliance by the Originator with this Agreementwith, any Loan Document to which it is a party, (2) the sale and contribution of the Purchased Assets to the Buyer, or if required(3) the consummation of the transactions required of it by any Loan Document to which it is a party, except such as shall have been obtained before such date, other than: (A) the filing or recording of financing statements, instruments of assignment and other similar documents necessary in connection with the sale of the Purchased Assets to the Buyer, (B) such consents, approvals, authorizations, qualifications, registrations, filings or notices as have been obtained or made and (C) where the lack of such consent, approval, authorization authorization, qualification, registration, filing or order has been obtained notice is unlikely to have a Material Adverse Effect; (g) Immediately prior to the related Closing Date.sale of the Purchased Assets to the Buyer, the Originator had good and valid title to the Purchased Assets sold by it on such date free and clear of all Liens other than Permitted Liens; (fh) There The Originator is no actionSolvent, suit, proceeding or investigation pending or is able to pay its knowledge threatened against the Originator which, either individually or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Originator, or in any material impairment of the right or ability of the Originator debts as they become due and has capital sufficient to carry on its business substantially as now conducted, or and its obligations under each Loan Document to which would draw into question it is a party; it will not be rendered insolvent by the validity execution and delivery of this Agreement or by the Mortgage Loans performance of its obligations under each Loan Document to which it is a party; no petition of bankruptcy (or of any action taken similar Bankruptcy Proceeding) has been filed by or to be contemplated herein, or which would be likely to impair materially the ability of against the Originator to perform under the terms of this Agreement. (g) The information about the Originator under the heading “The Originator” in the Prospectus relating prior to the Originator does not include an untrue statement of a material fact and does not omit to state a material fact, with respect to the statements made, necessary in order to make the statements in light of the circumstances under which they were made not misleading. (h) All financial statements provided by the Originator fairly present the pertinent results of operations and changes in financial position for each of such periods and the financial position at the end of each such period of the Originator and its subsidiaries and have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved.date hereof; (i) There The Originator has been no material adverse change transferred the Purchased Assets transferred by it on each Transfer Date without any intent to hinder, delay or defraud any of its creditors; (j) The Originator has received fair consideration and reasonably equivalent value in exchange for the businessPurchased Assets sold and contributed by it on each Transfer Date to the Buyer; (k) The Originator has not dealt with any broker or agent or other Person who might be entitled to a fee, operationscommission or compensation in connection with the transaction contemplated by this Agreement; (l) The Originator’s principal place of business and chief executive offices are located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, financial condition ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or assets at such other address as shall be designated by such party in a prior written notice to the other parties hereto; and (m) The Originator and the Servicer acknowledge and agree that the Servicing Fee represents reasonable compensation for the performance of the Originator since servicing duties hereunder and that the date entire Servicing Fee shall be treated by the Servicer and the Originator, for accounting purposes, as compensation for the servicing and administration of the Transferred Notes Receivable pursuant to this Agreement. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive delivery of the respective Required Asset Documents to the Collateral Custodian as the agent of the Agent, and shall inure to the benefit of the Agent, the Lenders, the Servicer, and the Buyer. Upon discovery by the Originator’s most recent financial statements, the Servicer, the Buyer, or the Agent of a breach of any of the foregoing representations and warranties that materially and adversely affects the value of any item of Collateral or the interests of the Lender Group in any item of Collateral, the party discovering such breach shall give prompt written notice to the other parties. The fact that Agent or any Lender has conducted or has failed to conduct any partial or complete due diligence investigation of the Note Receivable Documents shall not affect any rights of the Lender Group under this Agreement.

Representations and Warranties of the Originator. The Originator hereby represents and warrants to the other parties hereto and the Lenders that as of the Closing Date thatand as of each Transfer Date after the Closing Date: (a) The Originator has been is a corporation duly organized and is validly existing as a limited liability company and in good standing under the laws of Florida, with full the jurisdiction of its organization and qualified to do business in any state where the failure to be so qualified reasonably could be expected to have a Material Adverse Change. The Borrower has all requisite power and authority to own and operate its assets and conduct properties, to carry on its business as presently being now conducted and as proposed to be conducted., to enter into the Loan Documents to which it is a party; (b) The Originator has the full power execution and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Originator of each Loan Document to which it is a party and its performance of and compliance with the consummation terms thereof will not violate the Originator’s Governing Documents, conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of the transactions contemplated hereby have been duly and validly authorized.Originator; (c) This The execution, delivery, and performance by the Originator of this Agreement and the other Loan Documents to which it is a party have been duly authorized by all necessary action on the part of the Originator; each Loan Document to which it is a party, assuming due authorization, execution and delivery by the other party or parties thereto, constitutes a legalvalid, valid legal and binding obligation of the Originator, enforceable against the Originator it in accordance with its termsthe terms thereof, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws now relating to or hereafter in effect affecting the enforcement rights of creditors’ rights in general creditors generally, and except as such enforceability may be limited by general equity principles (regardless of equity (whether such enforcement is considered in a proceeding in equity or at law or in equitylaw).; (d) None of the The execution and delivery by the Originator 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, operating agreement or any legal restriction or any agreement or instrument each Loan Document to which the Originator is now a party or by and its performance and compliance with the terms of each Loan Document to which it the Originator is bounda party will not violate any provision of federal, state, or constitute a default local law or regulation applicable to the Originator, the Governing Documents of Originator, or any order, judgment, or decree of any court or other Governmental Authority binding on the Originator to the extent such violation would reasonably be expected to result in the violation of any law, rule, regulation, order, judgment or decree to which Originator 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.a Material Adverse Change; (e) There are no actions, suits, or proceedings pending or, to the best knowledge of Originator, threatened, against Originator, that could reasonably be expected to result in a Material Adverse Change; (f) No consent, approval, authorization or order of any court or governmental agency or body is required for for: (1) the execution, delivery and performance by the Originator of of, or compliance by the Originator with this Agreementwith, any Loan Document to which it is a party, (2) the sale and contribution of the Purchased Assets to the Borrower, or if required(3) the consummation of the transactions required of it by any Loan Document to which it is a party, except such as shall have been obtained before such date, other than: (A) the filing or recording of financing statements, instruments of assignment and other similar documents necessary in connection with the sale of the Purchased Assets to the Borrower, (B) such consents, approvals, authorizations, qualifications, registrations, filings or notices as have been obtained or made and (C) where the lack of such consent, approval, authorization authorization, qualification, registration, filing or order has been obtained prior notice would not reasonably be expected to the related Closing Date. (f) There is no action, suit, proceeding or investigation pending or to its knowledge threatened against the Originator which, either individually or in the aggregate, may result in any a material adverse change in the business, operations, financial condition, properties or assets of the Originator, or in any material impairment of the right or ability of the Originator to carry effect 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 action taken or to be contemplated herein, or which would be likely to impair materially the ability of the Originator to perform under the terms of this Agreement.performance hereunder; (g) The information about Immediately prior to the sale of the Purchased Assets to the Borrower, the Originator under the heading “The Originator” in the Prospectus relating had good and valid title to the Originator does not include an untrue statement Purchased Assets sold by it on such date free and clear of a material fact and does not omit to state a material fact, all Liens other than any Lien released contemporaneously with respect to the statements made, necessary in order to make the statements in light of the circumstances under which they were made not misleading.such sale; (h) All financial statements provided by the The Originator fairly present the pertinent results of operations and changes in financial position for each of such periods and the financial position at the end of each such period of the Originator and its subsidiaries and have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved.is Solvent; (i) There The Originator has been no material adverse change transferred the Purchased Assets transferred by it on each Transfer Date without any intent to hinder, delay or defraud any of its creditors; (j) The Originator has received fair consideration and reasonably equivalent value in exchange for the businessPurchased Assets sold and contributed by it on each Transfer Date to the Borrower; (k) The Originator has not dealt with any broker or agent or other Person who might be entitled to a fee, operationscommission or compensation in connection with the transaction contemplated by this Agreement; (l) The Originator’s principal place of business and chief executive offices are located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, financial condition Suite 310, Palo Alto, California 94301 or assets at such other address as shall be designated by such party in a written notice to the other parties hereto; (m) The Originator and the Servicer acknowledge and agree that the Servicing Fee represents reasonable compensation for the performance of the Originator since servicing duties hereunder and that the date entire Servicing Fee shall be treated by the Servicer and the Originator, for accounting purposes, as compensation for the servicing and administration of the Transferred Loans pursuant to this Agreement; and (n) The Originator is in compliance with the financial covenants set forth in Section 7.01. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive each Transfer Date and the delivery of the respective Loan Files to the Collateral Custodian as the agent of the Agent, and shall inure to the benefit of the Agent, the Lenders, the Servicer, and the Borrower. Upon discovery by the Originator’s most recent financial statements, the Servicer, the Borrower, or the Agent of a breach of any of the foregoing representations and warranties that materially and adversely affects the value of any item of Collateral or the interests of the Lender Group in any item of Collateral, the party discovering such breach shall give prompt written notice to the other parties. The fact that Agent or any Lender has conducted or has failed to conduct any partial or complete due diligence investigation of the Loan Files shall not affect any rights of the Lender Group under this Agreement.

Representations and Warranties of the Originator. The Originator hereby represents and warrants to the other parties hereto Funding Company, as of the Closing Date thatDate, as follows: (a) The With respect to the Originator: (i) the Originator 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 Floridathe State of Delaware and is duly qualified to do business, and is in good standing in each jurisdiction in which the nature of its business requires it to be so qualified the failure of which to so qualify would have a material adverse effect on the Originator's ability to acquire the Auto Loans and perform its other obligations hereunder, and it is or will be in compliance with full the laws of each state to the extent necessary to ensure the enforceability of each Auto Loan and it has obtained all necessary licenses with respect to it required by law to enable it to perform its duties herein; (ii) the Originator has the power and authority to own and convey all of its properties and assets and conduct its business as presently being conducted. (b) The Originator has the full power and authority to execute and deliver this Agreement Sale Agreement, and all Related Documents and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Originator and the consummation of the transactions contemplated hereby have been duly and validly authorized.thereby; (ciii) This Agreement constitutes a legal, valid and binding obligation of the Originator, enforceable against the Originator 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). (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, operating agreement or any legal restriction or any agreement or instrument to which the Originator is now a party 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 Originator 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. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Originator of this Sale Agreement and the Related Documents and the transactions contemplated hereby and thereby, (A) have been duly authorized by all necessary corporate or compliance by other action on the Originator with this Agreement, or if required, such consent, approval, authorization or order has been obtained prior to the related Closing Date. (f) There is no action, suit, proceeding or investigation pending or to its knowledge threatened against the Originator which, either individually or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets part of the Originator, (B) do not contravene or cause the Originator to be in default under (1) the Originator's certificate of incorporation and by-laws, (2) any material impairment of the right or ability contractual restriction with respect to any Debt of the Originator to carry on its business substantially as now conductedor contained in any indenture, loan or credit agreement, lease, mortgage, security agreement, bond, note, or which would draw into question other agreement or instrument binding on or affecting the validity Originator or its property or (3) any law, rule, regulation, order, writ, judgment, award, injunction or decree applicable to, binding on or affecting the Originator or its property and (C) do not result in or require the creation of any Adverse Claim; (iv) this Sale Agreement has been duly executed and delivered on behalf of the Originator; (v) no consent of, or other action by, and no notice to or filing with, any Governmental Authority or any other party, is required for the due execution, delivery and performance by the Originator of this Sale Agreement or for the Mortgage Loans perfection of or the exercise by the Funding Company of any action taken of its rights or to be contemplated hereinremedies hereunder; (vi) this Sale Agreement delivered by the Originator is the legal, or which would be likely to impair materially the ability valid and binding obligation of the Originator to perform under enforceable against the terms Originator in accordance with its terms; (vii) there is no pending or threatened action, suit or proceeding, nor any injunction, writ, restraining order or other order of any nature against or affecting the Originator, its Affiliates, its officers or directors, or the property of the Originator, in any court or tribunal, or before any arbitrator of any kind or before or by any Governmental Authority (A) asserting the invalidity of this Sale Agreement., (B) seeking to prevent the sale and assignment of any Auto Loan or the consummation of any of the transactions contemplated thereby, (C) seeking any determination or ruling that might materially and adversely affect (1) the performance by the Originator of this Sale Agreement, (2) the validity or enforceability of this Sale Agreement, (3) any Auto Loan or (4) the federal income tax attributes of the Sales, or (D) except as previously disclosed in the Private Placement Memorandum, asserting a claim for payment of money in excess of $100,000 (other than such judgments or orders in respect of which adequate insurance is maintained by the Originator for the payment thereof); (gviii) The information about the Originator under the heading “The Originator” in the Prospectus relating no injunction, writ, restraining order or other order of any material nature adverse to the Originator does or the conduct of its business or which is inconsistent with the due consummation of the transactions contemplated by this Sale Agreement has been issued by a Governmental Authority; (ix) no defaulted Debt exists under any instrument or agreement evidencing, securing or providing for the issuance of Debt of the Originator; (x) the principal place of business and chief executive office of the Originator are located at the address of the Originator set forth in the designated space beneath its signature line in this Sale Agreement, and there are now no, and during the past four months there have not include an untrue statement been, any other locations where the Originator is located (as that term is used in the UCC in the state of a material fact and does not omit such location), and, except as set forth in the designated space beneath its signature line in this Sale Agreement, there are no other locations where records in regard to state a material factthe Auto Loans are maintained, except, that, with respect to such changes occurring after the statements date of this Sale Agreement, as shall have been specifically disclosed to the Funding Company in writing; (xi) the legal name of the Originator is as set forth at the beginning of this Sale Agreement and except as set forth in the designated space beneath its signature line in this Sale Agreement the Originator has not changed its name in the last two years, and during such period, the Originator did not use, nor does the Originator now use any tradenames, fictitious names, assumed names or "doing business as" names except that, with respect to such changes occurring after the date of this Sale Agreement, as shall have been specifically disclosed to the Funding Company in writing; (xii) the Originator is solvent and will not become insolvent after giving effect to the transactions contemplated by this Sale Agreement; the Originator is paying its debts as they mature; the Originator has not sold any Auto Loan to the Funding Company with intent to hinder, delay or defraud any entity to which the Originator was, or became, after the date that such transfer was made, necessary in order to make indebted; the statements in light Originator's sales of the circumstances under which Auto Loan to the Funding Company have been and will be made for reasonably equivalent value and fair consideration; the Originator has not incurred debts beyond its ability to pay as they were made not misleading.mature; and the Originator, after giving effect to the transactions contemplated by this Sale Agreement, will have an adequate amount of capital to conduct its business in the foreseeable future; (hxiii) All financial statements provided for federal income tax, reporting and accounting purposes, the Originator will treat the sale of each Auto Loan sold pursuant to this Sale Agreement as a sale, or absolute assignment, of its full right, title and ownership interest in such Auto Loan to the Funding Company and the Originator has not and will not in any other respect accounted for or treated the transactions contemplated by this Sale Agreement; (xiv) the Originator has and maintains all permits, licenses, authorizations, registrations, approvals and consents of governmental authorities (including, without limitation, any Sales Finance Company License) necessary for (A) the activities and business of the Originator as currently conducted and as proposed to be conducted, (B) the origination of the Auto Loans (as of the date each was originated) and (C) the performance by the Originator fairly present of this Sale Agreement; (xv) the pertinent results Originator has filed on a timely basis all tax returns (federal, state and local) required to be filed and has paid or made adequate provisions for the payment of operations all taxes, assessments and changes other governmental charges due from the Originator; (xvi) each pension plan or profit sharing plan to which the Originator is a party has been fully funded in financial position for each accordance with the obligations of the Originator set forth in such periods and plan; (xvii) with respect to the financial position at Originator, there has occurred no event which has or is reasonably likely to have a material adverse effect on its ability to perform its obligations under this Sale Agreement; (xviii) the end of each such period consolidated balance sheets of the Originator and its subsidiaries consolidated Subsidiaries as of the date of its most recently completed fiscal year and the related statements of income and shareholders' equity of the Originator and its consolidated Subsidiaries for the fiscal year then ended, certified by its independent certified public accountants, together with all quarterly reports with respect to completed fiscal quarters occurring after such fiscal year until the date of this representation and warranty, copies of which have been prepared furnished to the Funding Company, fairly present the consolidated financial condition, business and operations of the Originator and its consolidated subsidiaries as at such date and the consolidated results of the operations of the Originator and its consolidated subsidiaries for the period ended on such date, all in accordance with generally accepted accounting principles consistently applied throughout the periods involved. (i) There applied, and since such date there has been no material adverse change in any such condition, business or operations; (xix) the businessOriginator has valid business reasons for selling its interests in the Auto Loans rather than obtaining a loan with the Auto Loans as collateral; (xx) all information heretofore or hereafter furnished with respect to the Originator to the Funding Company in connection with any transaction contemplated by this Sale Agreement is and will be true and complete in all material respects and does not and will not omit to state a material fact necessary to make the statements contained therein not misleading. (b) With respect to each Auto Loan sold pursuant to this Sale Agreement on the Closing Date (unless otherwise noted): (i) With respect to the Obligors, operationsat the time the Auto Loan was entered into (A) his or her monthly income was no less than $1,200 for individual Obligors, financial condition $1,800 for joint Obligors of an Auto Loan originated in Eagle Finance's Florida regional centers, and $2,000 for joint Obligors of other Auto Loans; (B) the Obligor was employed in his or assets her current job, and had resided in his or her current residence, for at least one year and (C) the percentage of an Obligor's gross income that the monthly payment on the Auto Loan represents is less than 25%; PROVIDED, HOWEVER, that such representations and warranties in each case shall not be deemed to be breached unless more than the following percentages of Auto Loans (by number of Auto Loans as of the Originator since Closing Date) do not meet the foregoing criteria: in respect of clause (A), 4.16% (for individual Obligors with respect to the $1,200); clause (B), 2.11%; and clause (C), 6.60%; (ii) The (A) the name of the Obligor, (B) the Principal Balance, (C) the maturity date, (D) the APR and (E) the state of residence of the Obligor in respect of such Auto Loan on the List of Auto Loans attached hereto as Schedule 1 is true and correct in all material respects as of the date of delivery thereof, and no selection procedures adverse to the Funding Company have been utilized in selecting the Auto Loan; (iii) such Auto Loan (A) provides for level monthly payments (provided that the payment in the first or last months in the life of the Auto Loan may be different from the level payment if such Auto Loan is a Simple Interest Auto Loan) that fully amortize the Amount Financed over an original term of no greater than 60 months (prior to any extensions being granted), and (B) is subject to an insurance requirement against the risks of fire, theft and collision with a loss payable endorsement in favor of Eagle Finance and had such insurance at origination, which security interest and insurance are assignable and have been so assigned to the Trust, and an agreement to provide accidental physical damage insurance which identifies the vehicle insured, insurance agent, insurance company and contains a Dealer confirmation executed by the Dealer and contains an acknowledgement that such Obligor's installment contract requires that the Automobile be continuously covered with insurance; (iv) such Auto Loan has not been satisfied, subordinated or rescinded; and no provision of the Auto Loan has been waived, altered or modified in any respect, except by instruments or documents identified in the Collateral File; (v) such Auto Loan is not and will not be subject to any right of rescission, set-off, recoupment, counterclaim or defense, whether arising out of transactions concerning the Auto Loan or otherwise and no such right has been asserted with respect thereto; (vi) No Auto Loan has been sold, transferred, assigned or pledged by the Originator to any Person other than the Funding Company. Immediately prior to the transfer and assignment herein contemplated, the Originator had good and marketable title to each Auto Loan free and clear of all Adverse Claims and rights of others and, immediately upon the transfer thereof, the Funding Company will have good and marketable title to each Auto Loan, free and clear of all Adverse Claims and rights of others, including liens or claims filed for work, labor or materials relating to an Automobile that are prior to or equal with the security interest in such Automobile granted by the related Obligors; and the transfer from the Originator to the Funding Company has been validly perfected under the UCC; (vii) except for payment delinquencies continuing for a period of not more than 30 days as of the Cut-Off Date, there is no default, breach, violation or event permitting acceleration under the Auto Loan, and no event has occurred which, with notice and the expiration of any grace or cure period or both, would constitute a default, breach, violation or event permitting acceleration under such Auto Loan and the Originator has not waived any of the foregoing; (viii) such Auto Loan constitutes the legal, valid and binding obligation of the Obligor thereunder enforceable against the Obligor in accordance with its terms (except as may be limited by laws affecting creditors' rights in similar transactions generally) and the documents evidencing each Auto Loan contain enforceable provisions such as to render the rights and remedies of the holder thereof adequate for the realization against the collateral for the benefit of the security afforded thereby; (ix) the Originator has conducted each of the procedures and received the documents set forth in the Operations Manual to evaluate the Obligor's application in accordance with the Operations Manual and applicable law and, to the extent consistent with such terms, in the same manner and with the same care, skill, prudence and diligence with which it conducts such investigations with respect to similar auto loans and obligors for other portfolios or its own account, giving due consideration to customary and usual standards of prudent auto loan originators; (x) the contractual documents provided to the Custodian constitute the only originals of the entire agreement with respect to such Auto Loan between the Obligor and the related Dealer; (xi) to the best of the Originator’s most recent financial statements.'s knowledge, the down payment described in the Originator's credit files was paid to the related Dealer in the manner stated in such files; (xii) to the best of the Originator's knowledge, the Automobile purchased by the Obligor pursuant to each Auto Loan has been delivered to and accepted by the Obligor; (xiii) each Auto Loan is denominated in and payable in Dollars; (xiv) all parties to each Auto Loan had the capacity to execute such Auto Loan and legally bind the named Obligors and all signatures thereon are authentic; (xv) each Auto Loan was originated by the related Dealer in the ordinary course of its business pursuant to standard terms of loan documentation provided by the Originator or otherwise acceptable to the Originator; (xvi) other than with respect to 2.8% of the Auto Loans, there is a Dealer Agreement in place between the Originator and the Dealer selling the Automobile purchased pursuant to the Auto Loan whereby the Dealer warrants title to the Automobile and indemnifies the Originator against the unenforceability of the Auto Loan, and the Originator's rights thereunder, with regard to the Auto Loan sold hereunder, have been validly assigned to and are enforceable against the Dealer by the Funding Company and then to the Trust, along with any other rights of recourse which the Originator has against the Dealer, without prejudice to any rights the Funding Company and the Trustee on behalf of the Trust may have against the Originator; (xvii) the Automobile was purchased from a duly licensed Dealer as to whic

Representations and Warranties of the Originator. The Originator hereby represents and warrants to the other parties hereto and the Lenders that as of the Closing Date thatand as of each Transfer Date: (a) The Originator 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 Floridathe jurisdiction of its organization, with full is duly qualified, in good standing and licensed to carry on its business in each state where the conduct of its business requires it to be so qualified and licensed and has corporate power and authority to own its assets and conduct property, to carry on its business as presently being conducted.currently conducted and to enter into and perform its obligations under each Loan Document to which it is a party; (b) The execution and delivery by the Originator of each Loan Document to which it is a party and its performance of and compliance with the terms thereof will not violate the Originator’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 Originator is a party or which may be applicable to the Originator or any of its assets, in each case that is likely to affect materially and adversely its ability to carry out the transactions contemplated hereby; (c) The Originator has the full power and authority to execute enter into and deliver this Agreement and consummate all transactions contemplated by the Loan Documents to perform its obligations hereunderbe consummated by it, and has duly authorized the execution, delivery and performance of this Agreement (including all instruments of transfer each Loan Document to be which it is a party and has duly executed and delivered pursuant each Loan Document to this Agreement) which it is a party; each Loan Document to which it is a party, assuming due authorization, execution and delivery by the Originator and the consummation each of the transactions contemplated hereby have been duly and validly authorized. (c) This Agreement other parties thereto, constitutes a legalvalid, valid legal and binding obligation of the Originator, enforceable against the Originator it in accordance with its termsthe terms hereof, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws now relating to or hereafter in effect affecting the enforcement rights of creditors’ rights in general creditors generally, and except as such enforceability may be limited by general equity principles (regardless of equity (whether such enforcement is considered in a proceeding in equity or at law or in equitylaw).; (d) None of The Originator is not in violation of, and the execution and delivery of this Agreement, each Loan Document to which it is a party by the transactions contemplated hereby, or the fulfillment of, or Originator and its performance and compliance with the terms of each Loan 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 regulation of any federal, state, municipal or governmental agency having jurisdiction over it or its business, which violation would materially and conditions adversely affect the financial condition, business or operations of this Agreement will conflict the Originator or its properties or materially and adversely affect the performance of its duties under any Loan Document to which it is a party; (e) There are no actions or proceedings against, or investigations of, the Originator currently pending with regard to which the Originator has received service of process, and no action or result in proceeding against, or investigation of, the Originator is, to the Originator’s knowledge, threatened or otherwise pending before any court, administrative agency or other tribunal that (A) would prohibit its entering into any Loan Document to which it is a breach party or render its obligations thereunder invalid, (B) seeks to prevent the consummation of any of the terms, certificate of formation, operating agreement or transactions contemplated by any legal restriction or any agreement or instrument Loan Document to which the Originator it is now a party or (C) would prohibit or materially and adversely affect the sale and contribution of the Purchased Assets to the Buyer, the performance by the Originator of its obligations under, or the validity or enforceability of, any Loan Document to which it is bound, or constitute a default or result in the violation of any law, rule, regulation, order, judgment or decree to which Originator 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.party; (ef) No consent, approval, authorization or order of any court or governmental agency or body is required for for: (1) the execution, delivery and performance by the Originator of of, or compliance by the Originator with this Agreementwith, any Loan Document to which it is a party, (2) the sale and contribution of the Purchased Assets to the Buyer, or if required(3) the consummation of the transactions required of it by any Loan Document to which it is a party, except such as shall have been obtained before such date, other than: (A) the filing or recording of financing statements, instruments of assignment and other similar documents necessary in connection with the sale of the Purchased Assets to the Buyer, (B) such consents, approvals, authorizations, qualifications, registrations, filings or notices as have been obtained or made and (C) where the lack of such consent, approval, authorization authorization, qualification, registration, filing or order has been obtained notice is unlikely to have a Material Adverse Effect; (g) Immediately prior to the related Closing Date.sale of the Purchased Assets to the Buyer, the Originator had good and valid title to the Purchased Assets sold by it on such date free and clear of all Liens other than Permitted Liens; (fh) There The Originator is no actionSolvent, suit, proceeding or investigation pending or is able to pay its knowledge threatened against the Originator which, either individually or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Originator, or in any material impairment of the right or ability of the Originator debts as they become due and has capital sufficient to carry on its business substantially as now conducted, or and its obligations under each Loan Document to which would draw into question it is a party; it will not be rendered insolvent by the validity execution and delivery of this Agreement or by the Mortgage Loans performance of its obligations under each Loan Document to which it is a party; no petition of bankruptcy (or of any action taken similar Bankruptcy Proceeding) has been filed by or to be contemplated herein, or which would be likely to impair materially the ability of against the Originator to perform under the terms of this Agreement. (g) The information about the Originator under the heading “The Originator” in the Prospectus relating prior to the Originator does not include an untrue statement of a material fact and does not omit to state a material fact, with respect to the statements made, necessary in order to make the statements in light of the circumstances under which they were made not misleading. (h) All financial statements provided by the Originator fairly present the pertinent results of operations and changes in financial position for each of such periods and the financial position at the end of each such period of the Originator and its subsidiaries and have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved.date hereof; (i) There The Originator has been no material adverse change transferred the Purchased Assets transferred by it on each Transfer Date without any intent to hinder, delay or defraud any of its creditors; (j) The Originator has received fair consideration and reasonably equivalent value in exchange for the businessPurchased Assets sold and contributed by it on each Transfer Date to the Buyer; (k) The Originator has not dealt with any broker or agent or other Person who might be entitled to a fee, operationscommission or compensation in connection with the transaction contemplated by this Agreement; (l) The Originator’s principal place of business and chief executive offices are located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, financial condition ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or assets at such other address as shall be designated by such party in a prior written notice to the other parties hereto; and (m) The Originator and the Servicer acknowledge and agree that the Servicing Fee represents reasonable compensation for the performance of the Originator since servicing duties hereunder and that the date entire Servicing Fee shall be treated by the Servicer and the Originator, for accounting purposes, as compensation for the servicing and administration of the Transferred Notes Receivable pursuant to this Agreement. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive delivery of the respective Required Asset Documents to the Collateral Custodian as the agent of the Agent, and shall inure to the benefit of the Agent, the Lenders, the Servicer, and the Buyer. Upon discovery by the Originator’s most recent financial statements, the Servicer, the Buyer, or the Agent of a breach of any of the foregoing representations and warranties that materially and adversely affects the value of any item of Collateral or the interests of the Lender Group in any item of Collateral, the party discovering such breach shall give prompt written notice to the other parties. The fact that Agent or any Lender has conducted or has failed to conduct any partial or complete due diligence investigation of the Note Receivable Documents shall not affect any rights of the Lender Group under this Agreement.

Representations and Warranties of the Originator. The Originator hereby represents represents, warrants and warrants covenants to the other parties hereto Sponsor as of the Closing Date that: (a) The Originator 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 Floridathe State of ________ and is in good standing as a foreign corporation in each jurisdiction in which the nature of its business, with full or the properties owned or leased by it make such qualification necessary. The Originator has all requisite corporate power and authority to own and operate its assets and conduct properties, to enable it to carry out its business as presently being conductedconducted in a material manner and as proposed to be conducted and to enter into and discharge its obligations under this Agreement in a material manner. (b) The Originator has the full power execution and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement (including by the Originator, and its performance and compliance with the terms of this Agreement have been duly authorized by all instruments necessary corporate action on the part of transfer to be delivered pursuant to this Agreement) by the Originator and will not violate the consummation Originator's organization 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 transactions contemplated hereby have been duly and validly authorizedbreach of, any material contract, agreement or other instrument to which the Originator is a party or by which the Originator is bound, or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Originator or any of its properties. (c) This Agreement Agreement, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes a legalvalid, valid legal and binding obligation of the Originator, enforceable against the Originator it in accordance with its termsthe terms hereof, except as enforceability the enforcement hereof 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 generally and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding or action in equity or at law or in equitylaw). (d) None The Originator is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which might have consequences that would materially and adversely affect the condition (financial or other) or operations of the 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, operating agreement or any legal restriction or any agreement or instrument to which the Originator is now a party 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 Originator or its property is subject, properties or impair the ability of the Trust to realize on the Mortgage Loans, or impair the value of the Mortgage Loansmight have consequences that would materially and adversely affect its performance hereunder. (e) No consentlitigation is pending or, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Originator of or compliance by the Originator with this Agreement, or if required, such consent, approval, authorization or order has been obtained prior to the related Closing Date. (f) There is no actionbest of the Originator's knowledge, suit, proceeding or investigation pending or to its knowledge threatened against the Originator which, either individually which litigation might have consequences that would prohibit its entering into this Agreement or in that would materially and adversely affect the aggregate, may result in any material adverse change in the business, operations, condition (financial condition, properties or assets of the Originator, otherwise) or in any material impairment of the right or ability operations of the Originator to carry on or its business substantially as now conducted, properties or which might have consequences that would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be contemplated herein, or which would be likely to impair materially the ability of the Originator to perform under the terms of this Agreementand adversely affect its performance hereunder. (g) The information about the Originator under the heading “The Originator” in the Prospectus relating to the Originator does not include an untrue statement of a material fact and does not omit to state a material fact, with respect to the statements made, necessary in order to make the statements in light of the circumstances under which they were made not misleading. (h) All financial statements provided by the Originator fairly present the pertinent results of operations and changes in financial position for each of such periods and the financial position at the end of each such period of the Originator and its subsidiaries and have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved. (i) There has been no material adverse change in the business, operations, financial condition or assets of the Originator since the date of the Originator’s most recent financial statements.

Representations and Warranties of the Originator. The ------------------------------------------------ Originator hereby represents and warrants to the other parties hereto PSC as of the Closing Date each Transfer Date, that: (a) The With respect to the Originator: (i) the Originator 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 Florida, with full its respective jurisdiction of incorporation and is duly qualified to do business and is in good standing in every jurisdiction in which the nature of its business requires it to be so qualified; (ii) the Originator has the corporate power and authority to own own, pledge, mortgage, operate and convey all of its assets properties and conduct its business as presently being conducted. (b) The Originator has the full power and authority assets, to execute and deliver this Agreement and the Related Documents and to perform its obligations hereunder, the transactions contemplated hereby and thereby; (iii) the execution, delivery and performance by the Originator of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Originator and the consummation of Related Documents and the transactions contemplated hereby and thereby (A) have been duly authorized by all necessary corporate or other action on the part of the Originator, (B) do not contravene or cause the Originator to be in default under (1) the Originator's certificate or articles of incorporation or by-laws, (2) any contractual restriction with respect to any Debt of the Originator or contained in any material indenture, loan or credit agreement, lease, mortgage, security agreement, bond, note, or other material agreement or instrument binding on or affecting the Originator, its affiliates or their or its respective property or (3) any law, rule, regulation, order, writ, judgment, award, injunction or decree applicable to, binding on or affecting the Originator, or its property and validly authorized.(C) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties (other than in favor of PSC with respect to this Agreement and Redwood and the Collateral Agent under the Purchase Agreement); (civ) This this Agreement constitutes a and the Related Documents have each been duly executed and delivered by the Originator; (v) no approval or consent of, notice to, filing with or licenses, permits, qualifications or other action by any Governmental Authority or any other party, is required or necessary for the conduct of the Originator's business as currently conducted and for the due execution, delivery and performance by the Originator of this Agreement or any of the Related Documents or for the perfection of or the exercise by PSC, Redwood, the Operating Agent or the Collateral Agent of any of their rights or remedies thereunder or hereunder, other than approvals, consents, notices, filings and other actions which have been obtained or made and complete copies of which have been provided to Redwood, the Operating Agent and the Collateral Agent; (vi) this Agreement and the other Related Documents delivered by the Originator are the legal, valid and binding obligation obligations of the Originator, Originator enforceable against the Originator in accordance with its terms, except as enforceability may be limited by their respective terms subject to (A) any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the enforcement enforceability of creditors’ ' rights in generally and (B) general and except as such enforceability may be limited by general principles of equity (equitable principles, whether considered applied in a proceeding at law or in equity; (vii) there is no pending, threatened, nor any reasonable basis for, any action, suit or proceeding against or affecting the Originator, its officers or directors, or the property of the Originator, in any court or tribunal, or before any arbitrator of any kind or before or by any Governmental Authority (A) asserting the invalidity of this Agreement or any of the Related Documents, (B) seeking to prevent the transfer, sale, pledge or contribution of any Receivable or the consummation of any of the transactions contemplated hereby or thereby, (C) seeking any determination or ruling that might materially and adversely affect (1) the performance by PSC or the Originator of its obligations under this Agreement or any of the Related Documents, (2) the validity or enforceability of this Agreement or any of the Related Documents, or (3) the Transferred Receivables, the Contracts or the interests of PSC or its assigns therein, or (D) reasonably likely to result in damages or penalties in an uninsured amount in excess of $250,000; (viii) no injunction, writ, restraining order or other order (collectively, "Orders") of any nature adverse to the Originator or the conduct of its business or which is inconsistent with the due consummation of the transactions contemplated by this Agreement or the Purchase Agreement or any of the other Related Documents has been issued by a Governmental Authority nor been sought by any Person; (ix) the principal place of business, the chief executive office and all other places of business of the Originator are located at the addresses of the Originator referred to in Schedule 1 and there are now no, and during the past four months there have not been any, other locations where the Originator is located (as that term is used in the UCC of the jurisdiction where such principal place of business is located) or keeps Records; (x) the legal name of the Originator is as set forth at the beginning of this Agreement and, except as set forth on Schedule 3, the Originator has not changed its name in the last six years, and during such period the Originator did not use, nor does the Originator now use, any trade names, fictitious names, assumed names or "doing business as" names other than as set forth in Schedule 1; (xi) the Originator is solvent and will not become insolvent after giving effect to the transactions contemplated by this Agreement and the Related Documents; the Originator is paying its Debts as they mature; the Originator has not incurred Debts beyond its ability to pay as they mature; and the Originator, after giving effect to the transactions contemplated by this Agreement and the Related Documents, will have an adequate amount of capital to conduct its business in the foreseeable future; (xii) for federal income tax, reporting and accounting purposes (except in any consolidated financial statements and consolidated tax returns), the Originator will treat the sale of each Transferred Receivable sold or assigned pursuant to this Agreement as a sale of, or absolute assignment of, its full right, title and ownership interest in such Receivable to PSC and all Contributed Receivables shall be accounted for as an increase in the stated capital of PSC, and the Originator has not in any other respect accounted for or treated the transactions contemplated by this Agreement or the Related Documents. (dxiii) None the Originator has complied in all material respects with all applicable laws, rules, regulations, and orders with respect to it, its business and properties and all Transferred Receivables and related Contracts (including without limitation, all applicable environmental, health and safety requirements) and all restrictions contained in any indenture, loan or credit agreement, mortgage, security agreement, bond, note or other agreement or instrument binding on or affecting the Originator or its property; (xiv) without limiting the generality of the prior representation, no condition exists or event has occurred which, in itself or with the giving of notice or lapse of time or both, would result in the suspension, revocation, impairment, forfeiture or non-renewal of any Governmental Consent applicable to the Originator or any Subsidiary except where such conditions or events would not, separately or in the aggregate, have a material adverse effect on (A) the performance by PSC or the Originator of its obligations under this Agreement or any of the Related Documents, (B) the validity or enforceability of this Agreement or any of the Related Documents, or (C) the Transferred Receivables or the Contracts or the interests of PSC or Redwood therein; (xv) the Originator has filed on a timely basis all tax returns (federal, state and local) required to be filed and has paid or made adequate provisions for the payment of all taxes, fees, assessments and other governmental charges due from the Originator (other than taxes, fees, amendments or governmental charges which the Originator is contesting in good faith with such taxing authority and in respect of which no final unappealable order has been made against the Originator), no tax lien or similar Adverse Claim has been filed, and no claim is being asserted, with respect to any such tax, fee, assessment, or other governmental charge. Any taxes, fees, assessments and other governmental charges payable by the Originator in connection with the execution and delivery of this Agreement, Agreement and the Related Documents and the transactions contemplated herebyhereby or thereby have been paid or shall have been paid when due, at or prior to such Transfer Date; (xvi) the Originator is licensed or otherwise has the lawful right to use all patents, trademarks, servicemarks, tradenames, copyrights, technology, know-how and processes used in or necessary for the conduct of its business as currently conducted which are material to its financial condition, business, operations, assets and prospects, individually or taken as a whole; (xvii) as of the date of each Request Notice delivered by the Originator, such Request Notice contains an accurate list of the aggregate amount of all Transferred Receivables contributed or sold by the Originator to PSC as of the relevant Transfer Date; (xviii) each Obligor of a Transferred Receivable has been directed, and is required to, remit all payments with respect to such Receivable for deposit in a Lockbox Account or a Lockbox except with respect to any Obligors serviced by branches of the Servicer in the locations set forth on Schedule 4 hereto (as such schedule may be amended or modified upon written notice from the Operating Agent to the Seller or Servicer), as to which all payments shall be deposited in a Blocked Account and subsequently transferred to a Lockbox Account or a Lockbox; (xix) no Obligor of an Eligible Receivable has any claim of a material nature against or affecting the Originator or the fulfillment of, or property of the Originator. (xx) the Originator is in compliance with ERISA and has not incurred and does not expect to incur any liabilities (except for premium payments arising in the terms and conditions ordinary course of this Agreement will conflict with or result in a breach of any of business) payable to the terms, certificate of formation, operating agreement PBGC (or any legal restriction successor thereof) under ERISA or any agreement the Internal Revenue Code; (xxi) each pension plan or instrument profit sharing plan to which the Originator or any Affiliate is now a party 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 Originator 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. (e) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Originator of or compliance by the Originator with this Agreement, or if required, such consent, approval, authorization or order has been obtained prior to administered and fully funded in accordance with the related Closing Date. (f) There is no action, suit, proceeding or investigation pending or to its knowledge threatened against the Originator which, either individually or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Originator, or in any material impairment of the right or ability obligations of the Originator under law and as set forth in such plan, and the Originator has complied with the applicable provisions of ERISA or the Internal Revenue Code in effect as of such Transfer Date; (xxii) the Originator has not agreed to carry pay any fee or commission to any agent, broker, finder or other person for or on its business substantially account of services rendered as now conducted, a broker or which would draw into question the validity of finder in connection with this Agreement or the Mortgage Loans Related Documents or of any action taken the transactions contemplated hereby or to be contemplated herein, or thereby which would be likely give rise to impair materially the ability of any valid claim against PSC for any brokerage commission or finder's fee or like payment; (xxiii) all information heretofore or hereafter furnished with respect to the Originator to perform under PSC in connection with any transaction contemplated by this Agreement or the terms of this Agreement. (g) The information about the Originator under the heading “The Originator” Related Documents is and will be true and complete in the Prospectus relating to the Originator all material respects and does not include an untrue statement of a material fact and does will not omit to state a material fact, with respect to the statements made, fact necessary in order to make the statements in light contained herein or therein not misleading; (xxiv) no part of the circumstances under which they were made not misleading. (h) All financial statements provided proceeds received by the Originator fairly present or any Affiliate from the pertinent results Sale Price will be used directly or indirectly for the purpose of operations purchasing or carrying, or for payment in full or in part of, Debt that was incurred for the purposes of purchasing or carrying any "margin stock," as such term is defined in Regulations G and changes U of the Board of Governors of the Federal Reserve System; (xxv) there are not now, nor will there be at any time in financial position for each of such periods and the financial position at the end of each such period of future, any agreement or understanding between the Originator and its subsidiaries and have been prepared PSC (other than as expressly set forth herein) providing for the allocation or sharing of obligations to make payments or otherwise in accordance with generally accepted accounting principles consistently applied throughout the periods involved.respect of any taxes, fees, assessments or other governmental charges; (ixxvi) There has been no material adverse change in the business, operations, financial condition transaction contemplated by this Agreement or assets any of the Originator since Related Documents requires compliance with any bulk sales act or similar law; (xxvii) the date Request Notice with respect to such Transfer Date is accurate in all material respects; (xxviii) each purchase of Receivables under this Agreement will constitute (A) a "current transaction" within the meaning of Section 3(a)(3) of the Originator’s most recent financial statements.Securities Act of 1933, as amended, and (B) a purchase or other acquisition of notes, drafts, acceptances, open accounts receivable or other obligations representing part or all of the sales price of merchandise, insurance or services within the meaning of Section 3(c)(5) of the Investment Company Act of 1940, as amended;

Representations and Warranties of the Originator. The Originator hereby represents and warrants to the other parties hereto and the Lenders that as of the Closing Date thatand as of each Transfer Date after the Closing Date: (a) The Originator has been is a corporation duly organized and is validly existing as a limited liability company and in good standing under the laws of Florida, with full the jurisdiction of its organization and qualified to do business in any state where the failure to be so qualified reasonably could be expected to have a Material Adverse Change. The Borrower has all requisite power and authority to own and operate its assets and conduct properties, to carry on its business as presently being now conducted and as proposed to be conducted., to enter into the Loan Documents to which it is a party; (b) The Originator has the full power execution and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by the Originator of each Loan Document to which it is a party and its performance of and compliance with the consummation terms thereof will not violate the Originator’s Governing Documents, conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any material contractual obligation of the transactions contemplated hereby have been duly and validly authorized.Originator; (c) This The execution, delivery, and performance by the Originator of this Agreement and the other Loan Documents to which it is a party have been duly authorized by all necessary action on the part of the Originator; each Loan Document to which it is a party, assuming due authorization, execution and delivery by the other party or parties thereto, constitutes a legalvalid, valid legal and binding obligation of the Originator, enforceable against the Originator it in accordance with its termsthe terms thereof, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws now relating to or hereafter in effect affecting the enforcement rights of creditors’ rights in general creditors generally, and except as such enforceability may be limited by general equity principles (regardless of equity (whether such enforcement is considered in a proceeding in equity or at law or in equitylaw).; (d) None of the The execution and delivery by the Originator 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, operating agreement or any legal restriction or any agreement or instrument each Loan Document to which the Originator is now a party or by and its performance and compliance with the terms of each Loan Document to which it the Originator is bounda party will not violate any provision of federal, state, or constitute a default local law or regulation applicable to the Originator, the Governing Documents of Originator, or any order, judgment, or decree of any court or other Governmental Authority binding on the Originator to the extent such violation would reasonably be expected to result in the violation of any law, rule, regulation, order, judgment or decree to which Originator 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.a Material Adverse Change; (e) There are no actions, suits, or proceedings pending or, to the best knowledge of Originator, threatened, against Originator, that could reasonably be expected to result in a Material Adverse Change; (f) No consent, approval, authorization or order of any court or governmental agency or body is required for for: (1) the execution, delivery and performance by the Originator of of, or compliance by the Originator with this Agreementwith, any Loan Document to which it is a party, (2) the sale and contribution of the Purchased Assets to the Borrower, or if required(3) the consummation of the transactions required of it by any Loan Document to which it is a party, except such as shall have been obtained before such date, other than: (A) the filing or recording of financing statements, instruments of assignment and other similar documents necessary in connection with the sale of the Purchased Assets to the Borrower, (B) such consents, approvals, authorizations, qualifications, registrations, filings or notices as have been obtained or made and (C) where the lack of such consent, approval, authorization authorization, qualification, registration, filing or order has been obtained prior notice would not reasonably be expected to the related Closing Date. (f) There is no action, suit, proceeding or investigation pending or to its knowledge threatened against the Originator which, either individually or in the aggregate, may result in any a material adverse change in the business, operations, financial condition, properties or assets of the Originator, or in any material impairment of the right or ability of the Originator to carry effect 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 action taken or to be contemplated herein, or which would be likely to impair materially the ability of the Originator to perform under the terms of this Agreement.performance hereunder; (g) The information about Immediately prior to the sale of the Purchased Assets to the Borrower, the Originator under the heading “The Originator” in the Prospectus relating had good and valid title to the Originator does not include an untrue statement Purchased Assets sold by it on such date free and clear of a material fact and does not omit to state a material fact, all Liens other than any Lien released contemporaneously with respect to the statements made, necessary in order to make the statements in light of the circumstances under which they were made not misleading.such sale; (h) All financial statements provided by the The Originator fairly present the pertinent results of operations and changes in financial position for each of such periods and the financial position at the end of each such period of the Originator and its subsidiaries and have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved.is Solvent; (i) There The Originator has been no material adverse change transferred the Purchased Assets transferred by it on each Transfer Date without any intent to hinder, delay or defraud any of its creditors; (j) The Originator has received fair consideration and reasonably equivalent value in exchange for the businessPurchased Assets sold and contributed by it on each Transfer Date to the Borrower; (k) The Originator has not dealt with any broker or agent or other Person who might be entitled to a fee, operationscommission or compensation in connection with the transaction contemplated by this Agreement; (l) The Originator’s principal place of business and chief executive offices are located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, financial condition Suite 310, Palo Alto, California 94301 or assets at such other address as shall be designated by such party in a written notice to the other parties hereto; (m) The Originator and the Servicer acknowledge and agree that the Servicing Fee represents reasonable compensation for the performance of the Originator since servicing duties hereunder and that the date entire Servicing Fee shall be treated by the Servicer and the Originator, for accounting purposes, as compensation for the servicing and administration of the Transferred Loans pursuant to this Agreement; and It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive each Transfer Date and the delivery of the respective Loan Files to the Collateral Custodian as the agent of the Agent, and shall inure to the benefit of the Agent, the Lenders, the Servicer, and the Borrower. Upon discovery by the Originator’s most recent financial statements, the Servicer, the Borrower, or the Agent of a breach of any of the foregoing representations and warranties that materially and adversely affects the value of any item of Collateral or the interests of the Lender Group in any item of Collateral, the party discovering such breach shall give prompt written notice to the other parties. The fact that Agent or any Lender has conducted or has failed to conduct any partial or complete due diligence investigation of the Loan Files shall not affect any rights of the Lender Group under this Agreement.

Representations and Warranties of the Originator. The Originator hereby represents and warrants to the other parties hereto and the Lenders that as of the Closing Date thatand as of each Transfer Date after the Closing Date: (a) The Originator 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 Floridathe jurisdiction of its organization, with is duly qualified, in good standing and licensed to carry on its business in each state where the conduct of its business requires it to be so qualified and licensed and has full corporate power and authority to own its assets and conduct property, to carry on its business as presently being conducted.currently conducted and to enter into and perform its obligations under each Loan Document to which it is a party; (b) The execution and delivery by the Originator of each Loan Document to which it is a party and its performance of and compliance with the terms thereof will not violate the Originator’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 Originator is a party or which may be applicable to the Originator or any of its assets in each case that is likely to affect materially and adversely its ability to carry out the transactions contemplated hereby; (c) The Originator has the full power and authority to execute enter into and deliver this Agreement and consummate all transactions contemplated by the Loan Documents to perform its obligations hereunderbe consummated by it, and has duly authorized the execution, delivery and performance of this Agreement (including all instruments of transfer each Loan Document to be which it is a party and has duly executed and delivered pursuant each Loan Document to this Agreement) which it is a party; each Loan Document to which it is a party, assuming due authorization, execution and delivery by the Originator and the consummation each of the transactions contemplated hereby have been duly and validly authorized. (c) This Agreement other parties thereto, constitutes a legalvalid, valid legal and binding obligation of the Originator, enforceable against the Originator it in accordance with its termsthe terms hereof, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws now relating to or hereafter in effect affecting the enforcement rights of creditors’ rights in general creditors generally, and except as such enforceability may be limited by general equity principles (regardless of equity (whether such enforcement is considered in a proceeding in equity or at law or in equitylaw).; (d) None of The Originator is not in violation of, and the execution and delivery of this Agreement, each Loan Document to which it is a party by the transactions contemplated hereby, or the fulfillment of, or Originator and its performance and compliance with the terms of each Loan 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 regulation of any federal, state, municipal or governmental agency having jurisdiction over it or its business, which violation would materially and conditions adversely affect the financial condition, business or operations of this Agreement will conflict the Originator or its properties or materially and adversely affect the performance of its duties under any Loan Document to which it is a party; (e) There are no actions or proceedings against, or investigations of, the Originator currently pending with regard to which the Originator has received service of process, and no action or result in proceeding against, or investigation of, the Originator is, to the Originator’s knowledge, threatened or otherwise pending before any court, administrative agency or other tribunal that (A) would prohibit its entering into any Loan Document to which it is a breach party or render its obligations thereunder invalid, (B) seeks to prevent the consummation of any of the terms, certificate of formation, operating agreement or transactions contemplated by any legal restriction or any agreement or instrument Loan Document to which the Originator it is now a party or (C) would prohibit or materially and adversely affect the sale and contribution of the Purchased Assets to the Borrower, the performance by the Originator of its obligations under, or the validity or enforceability of, any Loan Document to which it is bound, or constitute a default or result in the violation of any law, rule, regulation, order, judgment or decree to which Originator 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.party; (ef) No consent, approval, authorization or order of any court or governmental agency or body is required for for: (1) the execution, delivery and performance by the Originator of of, or compliance by the Originator with this Agreementwith, any Loan Document to which it is a party, (2) the sale and contribution of the Purchased Assets to the Borrower, or if required(3) the consummation of the transactions required of it by any Loan Document to which it is a party, except such as shall have been obtained before such date, other than: (A) the filing or recording of financing statements, instruments of assignment and other similar documents necessary in connection with the sale of the Purchased Assets to the Borrower, (B) such consents, approvals, authorizations, qualifications, registrations, filings or notices as have been obtained or made and (C) where the lack of such consent, approval, authorization authorization, qualification, registration, filing or order has been obtained notice is unlikely to have a material adverse effect on its performance hereunder; (g) Immediately prior to the related Closing Date.sale of the Purchased Assets to the Borrower, the Originator had good and valid title to the Purchased Assets sold by it on such date free and clear of all Liens other than Permitted Liens; (fh) There The Originator is no actionsolvent, suit, proceeding or investigation pending or is able to pay its knowledge threatened against the Originator which, either individually or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Originator, or in any material impairment of the right or ability of the Originator debts as they become due and has capital sufficient to carry on its business substantially as now conducted, or and its obligations under each Loan Document to which would draw into question it is a party; it will not be rendered insolvent by the validity execution and delivery of this Agreement or by the Mortgage Loans performance of its obligations under each Loan Document to which it is a party; no petition of bankruptcy (or of any action taken similar Bankruptcy Proceeding) has been filed by or to be contemplated herein, or which would be likely to impair materially the ability of against the Originator to perform under the terms of this Agreement. (g) The information about the Originator under the heading “The Originator” in the Prospectus relating prior to the Originator does not include an untrue statement of a material fact and does not omit to state a material fact, with respect to the statements made, necessary in order to make the statements in light of the circumstances under which they were made not misleading. (h) All financial statements provided by the Originator fairly present the pertinent results of operations and changes in financial position for each of such periods and the financial position at the end of each such period of the Originator and its subsidiaries and have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved.date hereof; (i) There The Originator has transferred the Purchased Assets transferred by it on each Transfer Date without any intent to hinder, delay or defraud any of its creditors; (j) The Originator has received fair consideration and reasonably equivalent value in exchange for the Purchased Assets sold and contributed by it on each Transfer Date to the Borrower; (k) The Originator has not dealt with any broker or agent or other Person who might be entitled to a fee, commission or compensation in connection with the transaction contemplated by this Agreement; (l) The Originator’s principal place of business and chief executive offices are located at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Suite 310, Palo Alto, California 94301 or at such other address as shall be designated by such party in a written notice to the other parties hereto; (m) The Originator and the Servicer acknowledge and agree that the Servicing Fee represents reasonable compensation for the performance of the servicing duties hereunder and that the entire Servicing Fee shall be treated by the Servicer and the Originator, for accounting purposes, as compensation for the servicing and administration of the Transferred Loans pursuant to this Agreement; and (n) The Originator is in compliance with the financial covenants set forth in Section 7.01. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive delivery of the respective Loan Files to Agent or, if a Collateral Custodian has been no material adverse change in appointed, the business, operations, financial condition or assets Collateral Custodian as the agent of the Originator since Agent, and shall inure to the date benefit of the Agent, the Lenders, the Servicer, and the Borrower. Upon discovery by the Originator’s most recent financial statements, the Servicer, the Borrower, or the Agent of a breach of any of the foregoing representations and warranties that materially and adversely affects the value of any item of Collateral or the interests of the Lender Group in any item of Collateral, the party discovering such breach shall give prompt written notice to the other parties. The fact that Agent or any Lender has conducted or has failed to conduct any partial or complete due diligence investigation of the Loan Files shall not affect any rights of the Lender Group under this Agreement.

Representations and Warranties of the Originator. The Originator hereby represents and warrants to the other parties hereto and the Noteholders that as of the Closing Date thatand as of each Transfer Date: (a) The Originator 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 Floridathe jurisdiction of its organization, with is duly qualified, in good standing and licensed to carry on its business in each state where the conduct of its business requires it to be so qualified and licensed and has full corporate power and authority to own its assets and conduct property, to carry on its business as presently being conducted.currently conducted and to enter into and perform its obligations under each Basic Document to which it is a party; (b) The execution and delivery by the Originator of each Basic Document to which it is a party and its performance of and compliance with the terms thereof will not violate the Originator’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 Originator is a party or which may be applicable to the Originator or any of its assets in each case that is likely to affect materially and adversely its ability to carry out the transactions contemplated hereby; (c) The Originator has the full power and authority to execute enter into and deliver this Agreement and consummate all transactions contemplated by the Basic Documents to perform its obligations hereunderbe consummated by it, and has duly authorized the execution, delivery and performance of this Agreement (including all instruments of transfer each Basic Document to be which it is a party and has duly executed and delivered pursuant each Basic Document to this Agreement) which it is a party; each Basic Document to which it is a party, assuming due authorization, execution and delivery by the Originator and the consummation each of the transactions contemplated hereby have been duly and validly authorized. (c) This Agreement other parties thereto, constitutes a legalvalid, valid legal and binding obligation of the Originator, enforceable against the Originator it in accordance with its termsthe terms hereof, except as enforceability such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws now relating to or hereafter in effect affecting the enforcement rights of creditors’ rights in general creditors generally, and except as such enforceability may be limited by general equity principles (regardless of equity (whether such enforcement is considered in a proceeding in equity or at law or in equitylaw).; (d) None of The Originator is not in violation of, and the execution and delivery of this Agreement, each Basic Document to which it is a party by the transactions contemplated hereby, or the fulfillment of, or Originator 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 regulation of any federal, state, municipal or governmental agency having jurisdiction over it or its business, which violation would materially and conditions adversely affect the financial condition, business or operations of this Agreement will conflict the Originator or its properties or materially and adversely affect the performance of its duties under any Basic Document to which it is a party; (e) There are no actions or proceedings against, or investigations of, the Originator currently pending with regard to which the Originator has received service of process, and no action or result in proceeding against, or investigation of, the Originator is, to the Originator’s knowledge, threatened or otherwise pending before any court, administrative agency or other tribunal that (A) would prohibit its entering into any Basic Document to which it is a breach party or render the Securities invalid, (B) seeks to prevent the issuance of the Securities or the consummation of any of the terms, certificate of formation, operating agreement or transactions contemplated by any legal restriction or any agreement or instrument Basic Document to which the Originator it is now a party or (C) would prohibit or materially and adversely affect the sale and contribution of the Assigned Assets to the Depositor, the performance by the Originator of its obligations under, or the validity or enforceability of, any Basic Document to which it is bound, a party or constitute a default or result in the violation of any law, rule, regulation, order, judgment or decree to which Originator 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.Securities; (ef) No consent, approval, authorization or order of any court or governmental agency or body is required for for: (1) the execution, delivery and performance by the Originator of of, or compliance by the Originator with this Agreementwith, any Basic Document to which it is a party, (2) the sale and contribution of the Assigned Assets to the Depositor, or if required(3) the consummation of the transactions required of it by any Basic Document to which it is a party, except such as shall have been obtained before such date, other than: (A) the filing or recording of financing statements, instruments of assignment and other similar documents necessary in connection with the sale of the Purchased Assets to the Issuer, (B) such consents, approvals, authorizations, qualifications, registrations, filings or notices as have been obtained or made and (C) where the lack of such consent, approval, authorization authorization, qualification, registration, filing or order has been obtained notice is unlikely to have a material adverse effect on its performance hereunder; (g) Immediately prior to the related Closing Date.sale of the Assigned Assets to the Depositor, the Originator had good and valid title to the Assigned Assets sold by it on such date free and clear of all Liens other than Permitted Liens; (fh) There The Originator is no actionsolvent, suit, proceeding or investigation pending or is able to pay its knowledge threatened against the Originator which, either individually or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of the Originator, or in any material impairment of the right or ability of the Originator debts as they become due and has capital sufficient to carry on its business substantially as now conducted, or and its obligations under each Basic Document to which would draw into question it is a party; it will not be rendered insolvent by the validity execution and delivery of this Agreement or by the Mortgage Loans performance of its obligations under each Basic Document to which it is a party; no petition of bankruptcy (or of any action taken similar Bankruptcy Proceeding) has been filed by or to be contemplated herein, or which would be likely to impair materially the ability of against the Originator to perform under the terms of this Agreement. (g) The information about the Originator under the heading “The Originator” in the Prospectus relating prior to the Originator does not include an untrue statement of a material fact and does not omit to state a material fact, with respect to the statements made, necessary in order to make the statements in light of the circumstances under which they were made not misleading. (h) All financial statements provided by the Originator fairly present the pertinent results of operations and changes in financial position for each of such periods and the financial position at the end of each such period of the Originator and its subsidiaries and have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved.date hereof; (i) There The Originator has been no material adverse change transferred the Assigned Assets transferred by it on each Transfer Date without any intent to hinder, delay or defraud any of its creditors; (j) The Originator has received fair consideration and reasonably equivalent value in exchange for the Assigned Assets sold and contributed by it on each Transfer Date to the Depositor; (k) The Originator has not dealt with any broker or agent or other Person who might be entitled to a fee, commission or compensation in connection with the transaction contemplated by this Agreement; (l) The Originator’s principal place of business and chief executive offices are located at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ or at such other address as shall be designated by such party in a written notice to the other parties hereto; (m) The Originator and the Servicer acknowledge and agree that the Servicing Fee represents reasonable compensation for the performance of the servicing duties hereunder and that the entire Servicing Fee shall be treated by the Servicer and the Originator, for accounting purposes, as compensation for the servicing and administration of the Transferred Loans pursuant to this Agreement; and (n) The Originator is in compliance with the financial covenants set forth in Section 7.01. It is understood and agreed that the representations and warranties set forth in this Section 3.02 shall survive delivery of the respective Loan Files to the Collateral Custodian, as the agent of the Indenture Trustee, and shall inure to the benefit of the Noteholders, the Depositor, the Servicer, the Indenture Trustee, the Owner Trustee and the Issuer. Upon discovery by the Originator, the Servicer, the Indenture Trustee or the Issuer of a breach of any of the foregoing representations and warranties that materially and adversely affects the value of any item of Collateral or the interests of the Noteholders in any item of Collateral or in the businessSecurities, operations, financial condition the party discovering such breach shall give prompt written notice to the other parties. The fact that the Initial Noteholder has conducted or assets has failed to conduct any partial or complete due diligence investigation of the Originator since the date Loan Files shall not affect any rights of the Originator’s most recent financial statementsSecurityholders’ under this Agreement.

Representations and Warranties of the Originator. The Originator hereby represents represents, warrants and warrants covenants to the other parties hereto Sponsor as of the Closing Date that: (a) The Originator 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 Floridathe State of ________ and is in good standing as a foreign corporation in each jurisdiction in which the nature of its business, with full or the properties owned or leased by it make such qualification necessary. The Originator has all requisite corporate power and authority to own and operate its assets and conduct properties, to enable it to carry out its business as presently being conductedconducted in a material manner and as proposed to be conducted and to enter into and discharge its obligations under this Agreement in a material manner. (b) The Originator has the full power execution and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement (including by the Originator, and its performance and compliance with the terms of this Agreement have been duly authorized by all instruments necessary corporate action on the part of transfer to be delivered pursuant to this Agreement) by the Originator and will not violate the consummation Originator's organization 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 transactions contemplated hereby have been duly and validly authorizedbreach of, any material contract, agreement or other instrument to which the Originator is a party or by which the Originator is bound, or violate any statute or any order, rule or regulation of any court, governmental agency or body or other tribunal having jurisdiction over the Originator or any of its properties. (c) This Agreement Agreement, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitutes a legalvalid, valid legal and binding obligation of the Originator, enforceable against the Originator it in accordance with its termsthe terms hereof, except as enforceability the enforcement hereof 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 generally and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding or action in equity or at law or in equitylaw). (d) None The Originator is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or governmental agency, which might have consequences that would materially and adversely affect the condition (financial or other) or operations of the 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, operating agreement or any legal restriction or any agreement or instrument to which the Originator is now a party 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 Originator or its property is subject, properties or impair the ability of the Trust to realize on the Mortgage Loans, or impair the value of the Mortgage Loansmight have consequences that would materially and adversely affect its performance hereunder. (e) No consentlitigation is pending or, approval, authorization or order to the best of any court or governmental agency or body is required for the execution, delivery and performance by the Originator of or compliance by the Originator with this Agreement's knowledge, or if required, such consent, approval, authorization or order has been obtained prior to the related Closing Date. (f) There is no action, suit, proceeding or investigation pending or to its knowledge threatened against the Originator which, either individually which litigation might have consequences that would prohibit its entering into this Agreement or in that would materially and adversely affect the aggregate, may result in any material adverse change in the business, operations, condition (financial condition, properties or assets of the Originator, otherwise) or in any material impairment of the right or ability operations of the Originator to carry on or its business substantially as now conducted, properties or which might have consequences that would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or to be contemplated herein, or which would be likely to impair materially the ability of the Originator to perform under the terms of this Agreementand adversely affect its performance hereunder. (g) The information about the Originator under the heading “The Originator” in the Prospectus relating to the Originator does not include an untrue statement of a material fact and does not omit to state a material fact, with respect to the statements made, necessary in order to make the statements in light of the circumstances under which they were made not misleading. (h) All financial statements provided by the Originator fairly present the pertinent results of operations and changes in financial position for each of such periods and the financial position at the end of each such period of the Originator and its subsidiaries and have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved. (i) There has been no material adverse change in the business, operations, financial condition or assets of the Originator since the date of the Originator’s most recent financial statements.