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

Representations and Warranties of the Transferor. The Transferor hereby represents and warrants to the Trust as of the date hereof: (a) The Transferor is a limited liability company duly formed and validly existing in good standing under the laws of the State of Delaware. The Transferor has full power and authority, in all material respects, to own its properties as currently owned, to conduct its business as currently conducted, and to execute, deliver, and perform its obligations under this Agreement. (b) In all material respects, in each jurisdiction in which the conduct of its business requires, the Transferor is duly qualified to do business, is in good standing, and has all necessary licenses and approvals. (c) The Transferor has duly authorized, by all necessary limited liability company action, its execution and delivery of this Agreement and its consummation of the transactions contemplated by this Agreement. (d) The Transferor’s execution and delivery of this Agreement, its performance of the transactions contemplated by this Agreement, and its fulfillment of the terms of this Agreement do not conflict with, breach any material term of, or cause a material default under (with or without notice or lapse of time or both) any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which the Transferor is a party or by which the Transferor or any of its properties are bound. (e) The Transferor’s execution and delivery of this Agreement, its performance of the transactions contemplated by this Agreement, and its fulfillment of the terms of this Agreement do not conflict with or violate any Requirements of Law applicable to the Transferor. (f) No proceeding or investigation against the Transferor is pending or, to the best of the Transferor’s knowledge, threatened before any Governmental Authority that (A) asserts that this Agreement is invalid, (B) seeks to prevent the consummation of any transaction contemplated by this Agreement, (C) seeks any determination or ruling that, in the Transferor’s reasonable judgment, would materially and adversely affect the Transferor’s performance under this Agreement, or (D) seeks any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement. (g) As of the Amendment Date, no selection procedures adverse to the Investor Certificateholders have been employed by the Transferor in selecting the Accounts. (h) The Transferor has obtained all approvals, authorizations, licenses, consents, and orders required of any Person in connection with the Transferor’s execution and delivery of this Agreement, its performance of the transactions contemplated by this Agreement, and its fulfillment of the terms of this Agreement. The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Trustee. The Transferor hereby represents and warrants to the Trustee, with respect to any Series of Certificates, as of its Closing Date, unless otherwise stated in such Supplement, that the representations and warranties of the Transferor set forth in Section 2.03 are true and correct as of such date. Upon discovery by the Transferor, the Servicer or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the others.

Representations and Warranties of the Transferor. The Transferor hereby represents and warrants to the Trust as of the date hereoffollows: (a) The Transferor It is a limited liability company corporation, duly formed and incorporated, validly existing and in good standing under the laws of the State of Delaware. The Transferor has full power Delaware and authority, in all material respects, to own its properties as currently owned, to conduct its business as currently conducted, and to execute, deliver, and perform its obligations under this Agreement. (b) In all material respects, in each jurisdiction in which the conduct of its business requires, the Transferor 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 and has the failure to do so could reasonably be expected to have a Material Adverse Effect. (b) The execution, delivery and performance by the Transferor of this Agreement and all other Transferor Documents to be entered into by it, including the Transferor’s sale or contribution of Receivables, and, in the case of a Purchase, its use of the proceeds of Purchases, are within the Transferor’s corporate powers, have been duly authorized by all necessary licenses corporate action, do not contravene (i) its charter or by-laws, (ii) any Applicable Law except where such contravention could not reasonably be expected to result in a Material Adverse Effect, (iii) any material contractual restriction binding on or affecting it or its property other than such restrictions that could not reasonably be expected to adversely affect the Transferor’s ability to perform its material obligations hereunder or, with respect to the transfer of the Receivables and approvalsCollections thereon, in any Immaterial Respect, or (iv) any material order, writ, judgment, award, injunction or decree binding on or affecting it or its property, and do not result in or require the creation of any Lien upon or with respect to any of its properties (other than in favor of the Company with respect to the Transferred Property), and no transaction contemplated hereby requires compliance with any bulk sales act or similar law. This Agreement and each other Transferor Document to be entered into by the Transferor have been duly executed and delivered by it. (c) The Transferor has duly authorizedNo authorization or approval or other action by, by all necessary limited liability company actionand no notice to or filing with, any governmental authority or regulatory body is required for its execution due execution, delivery and delivery performance of this Agreement or any other Transferor Document to be entered into by it, except (i) for the filing of UCC financing statements, all of which financing statements have been duly filed and, to its knowledge, are in full force and effect, (ii) such as have been made or obtained and are in full force and effect and (iii) where the failure to make or obtain could not reasonably be expected to adversely affect the Company’s ability to perform its consummation of material obligations hereunder or the transactions contemplated by this Agreementability to assign or collect the Receivables hereunder. (d) The Transferor’s execution This Agreement and delivery of this Agreement, its performance of the transactions contemplated each other Transferor Document to be entered into by this Agreement, and its fulfillment of the terms of this Agreement do not conflict with, breach any material term of, or cause a material default under (with or without notice or lapse of time or both) any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which the Transferor is a party or by which constitute its legal, valid and binding obligation enforceable against the Transferor in accordance with their respective terms subject to bankruptcy and similar laws affecting creditors generally and general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or any of its properties are boundat law). (e) The Transferor’s execution and delivery of this Agreement, its performance of the transactions contemplated by this Agreement, and its fulfillment of the terms of this Agreement do not conflict with or violate any Requirements of Law applicable to the Transferor. (f) No proceeding or investigation against the Transferor is pending or, to the best of the Transferor’s knowledge, threatened before any Governmental Authority that (A) asserts that this Agreement is invalid, (B) seeks to prevent the consummation of any transaction contemplated by this Agreement, (C) seeks any determination or ruling that, in the Transferor’s reasonable judgment, would materially and adversely affect the Transferor’s performance under this Agreement, or (D) seeks any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement. (g) As of the Amendment Date, no selection procedures adverse to the Investor Certificateholders have been employed by the Transferor in selecting the Accounts. (hi) The Transferor has obtained all approvalsfurnished to the Company and the Administrative Agent copies of the Parent’s audited consolidated balance sheet as at December 31, authorizations, licenses, consents2011, and orders required the related audited consolidated statements of any Person in connection with income and cash flow for the Transferor’s execution and delivery of this Agreement, its performance fiscal year of the transactions contemplated Parent then ended reported on by this AgreementDeloitte & Touche LLP which financial statements present fairly in all material respects in accordance with GAAP the financial position of the Parent and its consolidated subsidiaries as at December 31, 2011, and its fulfillment the results of operations of the terms of this Agreement. The representations Parent and warranties set forth in this Section 2.03 shall survive its consolidated subsidiaries for the transfer and assignment fiscal year of the Receivables to Parent then ended, which financial statements present fairly in all material respects in accordance with GAAP the Trustee. The Transferor hereby represents and warrants to the Trustee, with respect to any Series of Certificates, as of its Closing Date, unless otherwise stated in such Supplement, that the representations and warranties financial position of the Transferor set forth in Section 2.03 are true Parent and correct its consolidated subsidiaries as of at such date. Upon discovery by , and the Transferor, the Servicer or the Trustee results of a breach of any operations of the foregoing representations Parent and warranties, its consolidated subsidiaries for the party discovering such breach shall give prompt written notice to the others.fiscal year then ended; and

Representations and Warranties of the Transferor. The Transferor hereby represents and warrants to the Trust as of the date hereofOwner Trustee that: (a) The Transferor is a limited liability company duly formed and validly existing as a limited liability company in good standing under the laws of the State of Delaware. The Transferor has full , with power and authority, in all material respects, authority to own its properties as currently owned, and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Transferor is not a Benefit Plan. (c) The Transferor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications except when the failure to have any such license, and approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to execute, deliver, and perform its obligations under this Agreement. (b) In all material respects, in each jurisdiction in which the conduct of its business requires, the Transferor is duly qualified to do business, is in good standing, and has all necessary licenses and approvals. (cd) The Transferor has the power and authority to execute and deliver this Agreement and to carry out its terms and to transfer and assign the property to be transferred and assigned to and deposited with the Issuer; and the execution, delivery and performance of this Agreement and such transfer, assignment and deposit have been duly authorized, authorized by the Transferor by all necessary limited liability company action. (e) This Agreement constitutes a legal, valid and binding obligation of the Transferor, enforceable in accordance with its execution terms, except as such enforceability may be subject to or limited by bankruptcy, liquidation, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general and delivery by general principles of this Agreement and its equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (f) The consummation of the transactions contemplated by this Agreement. (d) The Transferor’s execution Agreement and delivery of this Agreement, its performance of the transactions contemplated by this Agreement, and its fulfillment of the terms of this Agreement hereof do not conflict with, result in any breach of any material term of the terms and provisions of, or cause a material default under constitute (with or without notice or lapse of time time) a default under, the certificate of formation or both) limited liability company agreement of the Transferor, or any indenture, contract, agreement, mortgage, deed of trust, agreement or other instrument to which the Transferor is a party or by which it is bound; nor result in the Transferor creation or imposition of any Lien upon any of its properties are bound. (e) The Transferor’s execution and delivery of this Agreement, its performance of the transactions contemplated by this Agreement, and its fulfillment of pursuant to the terms of this Agreement do not conflict with any such indenture, agreement or other instrument (other than pursuant to the 20[__]-[_] Basic Documents); nor violate any Requirements of Law applicable to the Transferor. (f) No proceeding or investigation against the Transferor is pending law or, to the best of the Transferor’s knowledge, any order, rule or regulation applicable to the Transferor of any Governmental Authority having jurisdiction over the Transferor or its properties. (g) To the knowledge of the Transferor, there are no proceedings or investigations pending or threatened before any Governmental Authority that having jurisdiction over the Transferor or its properties (Ai) asserts that asserting the invalidity of this Agreement is invalidAgreement, (Bii) seeks seeking to prevent the consummation of any transaction contemplated by this Agreement, (C) seeks any determination or ruling that, in the Transferor’s reasonable judgment, would materially and adversely affect the Transferor’s performance under this Agreement, or (D) seeks any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement. (g) As of the Amendment Date, no selection procedures adverse to the Investor Certificateholders have been employed by the Transferor in selecting the Accounts. (h) The Transferor has obtained all approvals, authorizations, licenses, consents, and orders required of any Person in connection with the Transferor’s execution and delivery of this Agreement, its performance of the transactions contemplated by this AgreementAgreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Transferor of its obligations under, and its fulfillment of or the terms of validity or enforceability of, this Agreement. The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Trustee. The Transferor hereby represents and warrants to the Trustee, with respect to any Series of Certificates, as of its Closing Date, unless otherwise stated in such Supplement, that the representations and warranties of the Transferor set forth in Section 2.03 are true and correct as of such date. Upon discovery by the Transferor, the Servicer or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the others.

Representations and Warranties of the Transferor. The Transferor hereby represents and warrants to the Trust as of the date hereofOwner Trustee that: (a) The Transferor is a limited liability company duly formed and validly existing as a limited liability company in good standing under the laws of the State of Delaware. The Transferor has full , with power and authority, in all material respects, authority to own its properties as currently owned, and to conduct its business as such properties are currently owned and such business is presently conducted. (b) The Transferor is not a Benefit Plan. (c) The Transferor is duly qualified to do business as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its property or the conduct of its business shall require such qualifications except when the failure to have any such license, and approval or qualification would not have a material adverse effect on the condition, financial or otherwise, of the Transferor or would not have a material adverse effect on the ability of the Transferor to execute, deliver, and perform its obligations under this Agreement. (b) In all material respects, in each jurisdiction in which the conduct of its business requires, the Transferor is duly qualified to do business, is in good standing, and has all necessary licenses and approvals. (cd) The Transferor has the power and authority to execute and deliver this Agreement and to carry out its terms and to transfer and assign the property to be transferred and assigned to and deposited with the Issuer; and the execution, delivery and performance of this Agreement and such transfer, assignment and deposit have been duly authorized, authorized by the Transferor by all necessary limited liability company action. (e) This Agreement constitutes a legal, valid and binding obligation of the Transferor, enforceable in accordance with its execution terms, except as such enforceability may be subject to or limited by bankruptcy, liquidation, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights in general and delivery by general principles of this Agreement and its equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (f) The consummation of the transactions contemplated by this Agreement. (d) The Transferor’s execution Agreement and delivery of this Agreement, its performance of the transactions contemplated by this Agreement, and its fulfillment of the terms of this Agreement hereof do not conflict with, result in any breach of any material term of the terms and provisions of, or cause a material default under constitute (with or without notice or lapse of time time) a default under, the certificate of formation or both) limited liability company agreement of the Transferor, or any indenture, contract, agreement, mortgage, deed of trust, agreement or other instrument to which the Transferor is a party or by which it is bound; nor result in the Transferor creation or imposition of any Lien upon any of its properties are bound. (e) The Transferor’s execution and delivery of this Agreement, its performance of the transactions contemplated by this Agreement, and its fulfillment of pursuant to the terms of this Agreement do not conflict with any such indenture, agreement or other instrument (other than pursuant to the 2016-B Basic Documents); nor violate any Requirements of Law applicable to the Transferor. (f) No proceeding or investigation against the Transferor is pending law or, to the best of the Transferor’s knowledge, any order, rule or regulation applicable to the Transferor of any Governmental Authority having jurisdiction over the Transferor or its properties. (g) To the knowledge of the Transferor, there are no proceedings or investigations pending or threatened before any Governmental Authority that having jurisdiction over the Transferor or its properties (Ai) asserts that asserting the invalidity of this Agreement is invalidAgreement, (Bii) seeks seeking to prevent the consummation of any transaction contemplated by this Agreement, (C) seeks any determination or ruling that, in the Transferor’s reasonable judgment, would materially and adversely affect the Transferor’s performance under this Agreement, or (D) seeks any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement. (g) As of the Amendment Date, no selection procedures adverse to the Investor Certificateholders have been employed by the Transferor in selecting the Accounts. (h) The Transferor has obtained all approvals, authorizations, licenses, consents, and orders required of any Person in connection with the Transferor’s execution and delivery of this Agreement, its performance of the transactions contemplated by this AgreementAgreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Transferor of its obligations under, and its fulfillment of or the terms of validity or enforceability of, this Agreement. The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Trustee. The Transferor hereby represents and warrants to the Trustee, with respect to any Series of Certificates, as of its Closing Date, unless otherwise stated in such Supplement, that the representations and warranties of the Transferor set forth in Section 2.03 are true and correct as of such date. Upon discovery by the Transferor, the Servicer or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the others.

Representations and Warranties of the Transferor. The Transferor hereby represents and warrants to the Trust as follows as of the date hereof:, as of each Transfer Date hereunder (both before and after giving effect to any Transfers on such date) and as of each Reporting Date (except that the representations and warranties set forth in paragraphs (e) and (f) below shall be made only as of the date hereof and each Reporting Date): (a) The Transferor is a limited liability company duly formed and formed, validly existing and in good standing under the laws of the State of Delaware. The Transferor has full power and authority, in all material respects, to own its properties as currently owned, to conduct its business as currently conducted, and to execute, deliver, and perform its obligations under this Agreement. (b) In all material respects, in each jurisdiction in which the conduct of its business requires, the Transferor is duly qualified to do business, and is in good standingstanding as a foreign limited liability company, and has all necessary licenses and approvalsin every jurisdiction where the nature of its business requires it to be so qualified, unless the failure to so qualify would not reasonably be expected to have a Material Adverse Effect. (cb) The execution, delivery and performance by the Transferor has of the Transaction Documents, including the Transferor's use of the proceeds of Transfers, (i) are within the Transferor's limited liability company powers, (ii) have been duly authorized, authorized by all necessary limited liability company action, (iii) do not contravene (A) the Transferor's certificate of formation or limited liability company agreement, (B) any law, rule or regulation applicable to the Transferor, (C) any contractual restriction binding on or affecting the Transferor or its execution property or (D) any order, writ, judgment, award, injunction or decree binding on or affecting the Transferor or its property, where any such contravention described in this clause (iii) could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (iv) do not result in or require the creation of any Adverse Claim upon or with respect to any of its properties (except Permitted Adverse Claims). Each of the Transaction Documents has been duly executed and delivered by the Transferor. (c) No authorization or approval or other action by, and no notice to or filing with, any Official Body is required for the due execution, delivery and performance by the Transferor of this the Transaction Documents to which it is a party or any other document to be delivered by it thereunder, except for (i) the filing of the financing statements referred to in Schedule IV of the Receivables Loan Agreement and its consummation of the transactions contemplated by this Agreement(ii) such as have been obtained or made and are in full force and effect. (d) The Transferor’s execution and delivery of this Agreement, its performance Each of the transactions contemplated by this Agreement, and its fulfillment of the terms of this Agreement do not conflict with, breach any material term of, or cause a material default under (with or without notice or lapse of time or both) any indenture, contract, agreement, mortgage, deed of trust, or other instrument Transaction Documents to which the Transferor is a party constitutes the legal, valid and binding obligation of the Transferor enforceable against the Transferor in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors' rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and (iii) implied covenants of good faith and fair dealing. (e) Since the Closing Date there has been no Material Adverse Effect. (f) As of the initial Transfer Date, there are no actions, suits or proceedings at law or in equity or by which or before any Official Body or in arbitration now pending or, to the actual knowledge of a Responsible Officer of the Transferor, threatened in writing against or affecting the Transferor or any of its properties business, property or rights. As of each Reporting Date, there are bound. (e) The Transferor’s execution and delivery of this Agreementno actions, its performance of the transactions contemplated suits or proceedings at law or in equity or by this Agreementor before any Official Body or in arbitration, and its fulfillment of the terms of this Agreement do not conflict with or violate any Requirements of Law applicable to the Transferor. (f) No proceeding or investigation against the Transferor is pending or, to the best actual knowledge of a Responsible Officer of the Transferor’s knowledge, threatened before in writing against or affecting the Transferor or any Governmental Authority that (A) asserts that this Agreement of its business, property or rights as to which in either case, an adverse determination is invalidreasonably probable and which could reasonably be expected to have, (B) seeks to prevent individually or in the consummation aggregate, a Material Adverse Effect. The Transferor is not in default in any material respect of any transaction contemplated order of any Official Body. (g) No proceeds of any Transfer will be used to purchase or carry, or to extend credit to others for the purpose of purchasing or carrying, "margin stock" within the meaning of Regulation T, U or X promulgated by this the Board of Governors of the Federal Reserve System from time to time. (h) Immediately prior to each Transfer hereunder, the Transferor will be the owner of the Transferred Assets which are the subject of such Transfer, free and clear of any Adverse Claim (other than Permitted Adverse Claims). Upon each Transfer, the Transferee shall have acquired a valid and perfected first priority ownership interest in the Transferred Assets which are the subject of such Transfer perfected under Delaware or Irish law, as applicable, in each case free and clear of any Adverse Claim (other than Permitted Adverse Claims). At the time of any Transfer hereunder the Transferee will have a valid and perfected security interest in the Credit Default Swap Collateral and the Administrative Agent will have a valid and perfected security interest in the Account Collateral, in each case free and clear of any Adverse Claim (other than Permitted Adverse Claims). No effective financing statement or other instrument similar in effect, is filed in any recording office listing the Transferor as debtor, covering any Transferred Assets, or any interest therein, except (i) such as may be filed in accordance with the North American Originator Purchase Agreement, the European Loan Agreement or the European Purchaser Security Agreement and (Cii) seeks any determination or ruling that, such as may be filed in favor of the Transferor’s reasonable judgment, would materially and adversely affect the Transferor’s performance under this Agreement, or (D) seeks any determination or ruling that would materially and adversely affect the validity or enforceability of Transferee in accordance with this Agreement. (gi) As All information, exhibits, documents, books, records and reports furnished in writing at any time by or on behalf of the Amendment Date, no selection procedures adverse Transferor to the Investor Certificateholders have been employed by Transferee, the Transferor in selecting the Accounts. (h) The Transferor has obtained all approvalsAdministrative Agent, authorizations, licenses, consents, and orders required of any Person Funding Agent or any Lender in connection with the Transferor’s execution and delivery Transaction Documents is accurate in all material respects as of its date or (except as otherwise disclosed to the Transferee, the Administrative Agent, such Funding Agent or such Lender, as the case may be, at such time) as of the date so furnished. (j) The Transferor is located in the State of Delaware for the purposes of Section 9-307 of the UCC as in effect in the State of New York. (k) Since its formation, the Transferor has not used any corporate name, tradename or doing-business-as name other than the name in which it has executed this Agreement. (l) The Transferor was formed on February 20, its performance of 2003 and the transactions contemplated by this Agreement, and its fulfillment of Transferor did not engage in any business activities prior to the terms date of this Agreement. The representations and warranties set forth in this Section 2.03 shall survive Transferor has no Subsidiaries other than the transfer and assignment Borrower. TRW Automotive Acquisition Corp., a Delaware corporation, directly owns 100% of the Receivables membership interest of the Transferor, free and clear of any Adverse Claims. (m) The Transferor is not an "investment company" as defined by, or subject to regulation under the TrusteeInvestment Company Act of 1940, as amended. (i) The fair value of the assets of the Transferor, at a fair valuation, exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of the Transferor; (ii) the present fair saleable value of the property of the Transferor is greater than the amount that will be required to pay the probable liability of the Transferor on its debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) the Transferor will be able to pay its debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) the Transferor will not have unreasonably small capital with which to conduct the businesses in which it is engaged as such business is now conducted and is proposed to be conducted following the Closing Date. The Transferor hereby represents does not intend to, and warrants does not believe that it will, incur debts beyond its ability to pay such debts as they mature, taking into account the Trustee, timing and amounts of cash to be received by it and the timing and amounts of cash to be payable on or in respect of its Indebtedness. (o) All Transferred Assets acquired by the Transferor from the North American Originators have been purchased by the Transferor pursuant to and in accordance with respect the North American Purchase Agreement in an amount which constitutes fair consideration and reasonably equivalent value. Each Purchase under the North American Originator Purchase Agreement shall not have been made for or on account of an antecedent debt owed by the Transferor to any Series of Certificates, as of its Closing Date, unless otherwise stated in Originator and no such Supplement, that the representations and warranties purchase is or may be voidable or subject to avoidance under any section of the Transferor set forth United States Bankruptcy Code or any other Law, whether foreign or domestic. All Loans (if any) have been made in Section 2.03 are true and correct as accordance with the terms of such date. Upon discovery by the Transferor, European Loan Agreement. (p) No Adverse Claim exists in favor of the Servicer or the Trustee of a breach of Pension Benefit Guaranty Corporation on any of the foregoing representations Transferred Assets. (q) No event has occurred and warranties, the party discovering such breach shall give prompt written notice to the othersis continuing and no condition exists which constitutes a Termination Event or Incipient Termination Event.

Representations and Warranties of the Transferor. The Transferor hereby represents and warrants to the Trust Servicer, the Indenture Trustee, the Owner Trustee, the Grantor Trustee, the Noteholders and the Depositor that as of the date hereof:Closing Date or the Subsequent Transfer Date, as the case may be (except as otherwise specifically provided herein): (a) The Transferor is a limited liability company corporation licensed as a mortgage lender duly formed and organized, validly existing and in good standing under the laws of the State of Delaware. The Transferor Oklahoma and has and had at all relevant times, full corporate power and authority, in all material respectsto originate or purchase the Home Loans, to own its properties as currently ownedproperty, to conduct carry on its business as currently conducted, presently conducted and to execute, deliver, enter into and perform its obligations under this Agreement.; (b) In all material respects, in each jurisdiction in which the conduct of its business requires, the Transferor is duly qualified to do business, is in good standing, and has all necessary licenses and approvals. (c) The Transferor has duly authorized, by all necessary limited liability company action, its execution and delivery of this Agreement by the Transferor and its consummation of the transactions contemplated by this Agreement. (d) The Transferor’s execution and delivery of this Agreement, its performance of the transactions contemplated by this Agreement, and its fulfillment of compliance with the terms of this Agreement do will not conflict withviolate the Transferor's articles of incorporation or by-laws or constitute a default (or an event which, breach any material term of, or cause a material default under (with or without notice or lapse of time time, or both, would constitute a default) under, or result in the breach or acceleration of, any indenture, material contract, agreement, mortgage, deed of trust, agreement or other instrument to which the Transferor is a party or by which may be applicable to the Transferor or any of its properties are bound.assets; (ec) The Transferor has the full power and authority to enter into and consummate all transactions contemplated by this Agreement to be consummated by it, has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement. This Agreement, assuming due authorization, execution and delivery by the Owner Trustee, the Indenture Trustee, the Grantor Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Transferor’s , enforceable against it in accordance with the terms hereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); (d) The Transferor is not in violation of, and the execution and delivery of this Agreement, Agreement by the Transferor and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the condition (financial or otherwise) or operations of the Transferor or its properties or materially and adversely affect the performance of its duties hereunder; (e) There are no actions or proceedings against, or investigations of, the Transferor currently pending with regard to which the Transferor has received service of process and no action or proceeding against, or investigation of, the Transferor is, to the knowledge of the Transferor, threatened or otherwise pending, before any court, administrative agency or other tribunal that (A) if determined adversely, would prohibit its entering into this Agreement or render the Notes invalid, (B) seek to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by this AgreementAgreement or (C) if determined adversely, would prohibit or materially and its fulfillment adversely affect the sale of the terms Home Loans to the Depositor, the performance by the Transferor of its obligations under, or the validity or enforceability of, this Agreement do not conflict with or violate any Requirements of Law applicable to the Transferor.Notes; (f) No proceeding consent, approval, authorization or investigation against order of any court or governmental agency or body is required for: (1) the execution, delivery and performance by the Transferor is pending orof, to or compliance by the best Transferor with, this Agreement or the Grantor Trust Agreement, (2) the issuance of the Transferor’s knowledge, threatened before any Governmental Authority that (A) asserts that this Agreement is invalidNotes, (B3) seeks to prevent the sale of the Home Loans under the Home Loan Purchase Agreement or (4) the consummation of any transaction contemplated the transactions required of it by this Agreement, (C) seeks any determination or ruling that, in except such as shall have been obtained before the Transferor’s reasonable judgment, would materially and adversely affect the Transferor’s performance under this Agreement, or (D) seeks any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement.Closing Date; (g) As of the Amendment Date, no selection procedures adverse The Transferor acquired title to the Investor Certificateholders have been employed by the Transferor Home Loans in selecting the Accounts.good faith, without notice of any adverse claim; (h) The collection practices used by the Transferor has obtained with respect to the Home Loans have been, in all approvalsmaterial respects, authorizationslegal, licensesproper, consentsprudent and customary in the non-conforming mortgage servicing business; (i) No Officer's Certificate, statement, report or other document prepared by the Transferor and orders required of any Person furnished or to be furnished by it pursuant to this Agreement or in connection with the Transferor’s transactions contemplated hereby contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading; (j) The Transferor is solvent, is able to pay its debts as they become due and has capital sufficient to carry on its business and its obligations hereunder; it will not be rendered insolvent by the execution and delivery of this Agreement, its Agreement or by the performance of its obligations hereunder; no petition of bankruptcy (or similar insolvency proceeding) has been filed by or against the transactions contemplated by this Agreement, and its fulfillment of Transferor prior to the terms of this Agreement. date hereof; (k) The representations and warranties Prospectus Supplement (other than (i) the statements set forth in this Section 2.03 shall survive the transfer and assignment paragraph immediately preceding the final paragraph of the Receivables to cover of the Trustee. The Transferor hereby represents Prospectus Supplement and warrants to the Trusteefirst sentence of the final paragraph of the cover of the Prospectus Supplement and (ii) the statements under the following captions: "SUMMARY -- Securities Issued", with respect to any Series "-- Priority of CertificatesPayments", "--Maturity Date", "-- Credit Enhancement", "-- Tax Status", "-- ERISA", "-- Legal Investment", "DESCRIPTION OF THE OFFERED NOTES", "DESCRIPTION OF CREDIT ENHANCEMENT", "FEDERAL INCOME TAX CONSEQUENCES", "ERISA CONSIDERATIONS", "LEGAL INVESTMENT MATTERS" and "UNDERWRITING", as to which the Transferor makes no statement) does not contain an untrue statement of its Closing Datea material fact and does not omit to state a material fact necessary to make the statements therein, unless otherwise stated in such Supplement, that the representations and warranties light of the Transferor set forth in Section 2.03 are true and correct as of such date. Upon discovery by the Transferorcircumstances under which they were made, the Servicer or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the others.not misleading;

Representations and Warranties of the Transferor. The Transferor hereby represents and warrants to the Trust Agent and the Purchasers that as of the date hereofhereof and the Closing Date and each Borrowing Date: (a) The Transferor It is a limited liability company duly formed and corporation validly existing and in good standing under the laws of the State of Delaware. The Transferor has , with full power and authority, in all material respects, authority under such laws to own its properties as currently owned, to and conduct its business as such properties are currently conducted, owned and such business is currently conducted and to execute, deliver, deliver and perform its obligations under this AgreementAgreement and the other Related Documents to which it is a party. (b) In It has the power, authority and right to make, execute, deliver and perform this Agreement and the other Related Documents to which it is a party and all material respectsthe transactions contemplated hereby and thereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Related Documents to which it is a party. When executed and delivered, each of this Agreement and the other Related Documents to which it is a party will constitute its legal, valid and binding obligations, enforceable against it in each jurisdiction accordance with its terms, subject, as to such enforceability, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws relating to or affecting creditors' rights generally from time to time in which the conduct effect. The enforceability of its business requiresobligations under such agreements may also be limited by general principles of equity, the Transferor regardless of whether such enforceability is duly qualified to do business, is considered in good standinga proceeding in equity or at law, and has all necessary licenses and approvalsno representation or warranty is made with respect to the enforceability of its obligations under any indemnification provisions in such agreements to the extent that indemnification is sought in connection with securities laws violations. (c) The Transferor has duly authorizedNo consent, license, approval or authorization of, or registration with, any Governmental Authority is required to be obtained by all necessary limited liability company actionit in connection with the execution, its execution and delivery or performance of each of this Agreement and its consummation the other Related Documents to which it is a party that has not been duly obtained and that is not and will not be in full force and effect on the Closing Date, except such that may be required by the blue sky laws of any state and except for any UCC filings necessary to perfect the transactions contemplated by this AgreementLiens granted pursuant to the Indenture or mortgage recordings required following an Assignment Event. (d) The Transferor’s execution execution, delivery and delivery of this Agreement, its performance of the transactions contemplated by this Agreement, and its fulfillment of the terms each of this Agreement and the other Related Documents to which it is a party do not conflict withviolate any provision of any existing law or regulation applicable to it, breach any material term oforder or decree of any court to which it is subject, its charter or By-laws, or cause a material default under (with or without notice or lapse of time or both) any mortgage, indenture, contract, agreement, mortgage, deed of trust, contract or other instrument agreement to which the Transferor it is a party or by which the Transferor it or any significant portion of its properties are boundis bound (other than violations of such laws, regulations, orders, decrees, mortgages, indentures, contracts and other agreements that, individually or in the aggregate, would not have a material adverse effect on its ability to perform its obligations under this Agreement or the other Related Documents to which it is a party). (e) The Transferor’s execution and delivery of Except as disclosed in writing to the Agent prior to the Closing Date, there is no litigation or administrative proceeding before any court, tribunal or governmental body pending or, to its knowledge, threatened against it, with respect to this Agreement, its performance of the other Related Documents to which it is a party, the transactions contemplated by this Agreementhereby or thereby or the issuance of the Notes, and there is no such litigation or proceeding against it or any significant portion of its fulfillment of properties that it expects to have a material adverse effect on the terms of transactions contemplated by, or its ability to perform its obligations under, this Agreement do not conflict with or violate any Requirements of Law applicable the other Related Documents to the Transferorwhich it is a party. (f) No proceeding report, statement, exhibit or investigation against the Transferor is pending or, other written information required to be furnished by it or any of its Affiliates to the best Agent or any Purchaser pursuant to this Agreement or the other Related Documents is or shall be inaccurate in any material respect, or contains or shall contain any material misstatement of fact, or omits or shall omit to state a material fact necessary to make the statements contained therein, in light of the Transferor’s knowledgecircumstances under which such statements were made, threatened before any Governmental Authority that (A) asserts that this Agreement is invalid, (B) seeks to prevent the consummation of any transaction contemplated by this Agreement, (C) seeks any determination or ruling thatnot misleading, in each case, as of the Transferor’s reasonable judgment, would materially and adversely affect the Transferor’s performance under this Agreement, date it is or shall be dated or (Dexcept as otherwise disclosed to the Agent at such time) seeks any determination or ruling that would materially and adversely affect as of the validity or enforceability of this Agreementdate so furnished. (g) As Each of the Amendment Date, Related Documents to which it is a party is in full force and effect and no selection procedures adverse Default or Event of Default with respect to the Investor Certificateholders have been employed by the Transferor in selecting the Accountsit has occurred and is continuing. (h) The Transferor has obtained all approvals, authorizations, licenses, consentsrepeats and reaffirms to the Agent and the Owners each of the representations and warranties made by it in Section 2.1 of the Sale and Servicing Agreement and each other document delivered in connection therewith or herewith, and orders required represents that such representations and warranties are true and correct in all material respects. (i) Any taxes, fees and other charges of any Person Governmental Authorities applicable to it, except for franchise or income taxes, in connection with the Transferor’s execution execution, delivery and delivery performance by it of this Agreement, its performance of Agreement and the other Related Documents to which it is a party or otherwise applicable to it in connection with the transactions contemplated by this Agreement, and its fulfillment hereby or thereby have been paid or will be paid at or prior to the Closing Date to the extent then due. (j) As of the terms of this Agreement. The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Trustee. The Transferor hereby represents and warrants to the Trustee, with respect to any Series of Certificates, as of its Closing Date, unless otherwise stated in such Supplement, that the representations and warranties chief executive office of the Transferor set forth is at the address indicated in Section 2.03 are true and correct as of such date. Upon discovery by the Transferor, the Servicer or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the others9.2 hereof.

Representations and Warranties of the Transferor. The Transferor hereby represents and warrants warrants, with respect to itself and any Acquired Receivable sold by the Trust as of Transferor, that on the Closing Date, the date hereofof each Purchase hereunder and on each Reporting Date: (a) The the Transferor (i) is a limited liability company duly formed organized and validly existing in good standing under the laws of the State its jurisdiction of Delaware. The Transferor has full power and authorityorganization, in all material respects, to own its properties as currently owned, to conduct its business as currently conducted, and to execute, deliver, and perform its obligations under this Agreement. (bii) In all material respects, in each jurisdiction in which the conduct of its business requires, the Transferor is duly qualified to do business, and is in good standing, in every jurisdiction where the nature of its business requires it to be so qualified, unless the failure to be so qualified would not have a Material Adverse Effect and (iii) has all necessary licenses corporate or other organizational power and approvals.authority required to perform its obligations under the Transaction Documents to which it is a party and to carry on its business in each jurisdiction in which its business is now conducted, unless the failure to have such power and authority would not have a Material Adverse Effect; (cb) The the execution, delivery and performance by the Transferor has duly authorized, by all necessary limited liability company action, its execution and delivery of this Agreement and its consummation any other Transaction Document to which it is a party, including the Transferor’s sales of Receivables and Receivables Property related thereto hereunder and the Transferor’s use of the proceeds thereof (i) are within the Transferor’s corporate powers, (ii) have been duly authorized by all necessary corporate action, (iii) are in the Transferor’s interest and the Transferor will receive the corporate benefit as a result of the transactions contemplated by this Agreement. Agreement and the other Transaction Documents and the Purchase Price paid for the Receivables and Receivables Property sold by it hereunder constitutes fair market value, (div) The Transferor’s execution and delivery of this Agreement, its performance of the transactions contemplated by this Agreement, and its fulfillment of the terms of this Agreement do not conflict with, breach any material term of, contravene or cause constitute a material default under (with or without notice or lapse of time or bothA) the Transferor’s Organizational Documents, (B) any indentureapplicable Law, contract(C) any contractual restriction binding on or affecting the Transferor or its property or (D) any order, agreementwrit, mortgagejudgment, deed award, injunction or decree binding on or affecting the Transferor or its property, except in each case where any such contravention or default would not have a Material Adverse Effect and (v) do not result in or require the creation or imposition of trustany Adverse Claim (other than Permitted Adverse Claims) upon or with respect to any Acquired Receivable, Receivables Property related thereto or any U.S. Collection Account. This Agreement and each other instrument Transaction Document to which the Transferor is a party has been duly executed and delivered by the Transferor; (c) no authorization, approval, license, consent, qualification or other action by, and no notice to or filing or registration with, any Official Body or official thereof or any third party is required for the due execution, delivery and performance by the Transferor of this Agreement or any other Transaction Document to which it is a party or any other document to be delivered by it hereunder or thereunder, except for the filing or registration of UCC financing statements and other actions taken or referred to in Schedule 4 (Conditions Precedent Documents) to the Receivables Transfer Agreement, all of which have been (or on or before the Initial Purchase Date will have been) duly made or taken, as the case may be, and are in full force and effect, except where the failure to have obtained any such authorization or approval or taken any such action or made any such filing, notice or registration would not have a Material Adverse Effect; (d) this Agreement and each of the other Transaction Documents to which the Transferor is a party constitutes the legal, valid and binding obligation of the Transferor enforceable against the Transferor in accordance with its terms, subject to any limitation on the enforceability thereof against the Transferor arising from the application of any applicable Insolvency Law or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law); (e) there are no actions, suits, investigations, litigation or proceedings at law or in equity or by or before any Official Body or in arbitration now pending against or affecting the Transferor or its Subsidiaries or any of its or their business, revenues or other property (i) which question the validity of this Agreement or any other Transaction Document to which it is a party or any of the transactions contemplated hereby or thereby (excluding any litigation or proceeding against any Obligor) or (ii) which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. The Transferor is not in default or violation of any order, judgment or decree of any Official Body or arbitrator which could reasonably be expected to have a Material Adverse Effect; (f) [Reserved]; (g) no proceeds of any Purchase will be used to purchase or carry, or to extend credit to others for the purpose of purchasing or carrying, “margin stock” within the meaning of Regulation T, U or X promulgated by the Board of Governors of the Federal Reserve System from time to time; (h) no transaction contemplated hereby or by any Transaction Document requires compliance with any bulk sales act or similar law to which the Transferor is subject; (i) immediately prior to each sale of the Transferor’s right, title and interest to, in and under any Receivables to the Transferee, the Transferor was the owner of such Receivables and all Receivables Property with respect thereto, free and clear of any Adverse Claim (other than Permitted Adverse Claims). Upon each Purchase of the Transferor’s right, title and interest to, in and under any Acquired Receivables, the Transferee shall have acquired a valid first priority ownership interest ranking ahead of any other ownership interest, security interest and other interest of any creditor of the Transferor in each of such Acquired Receivables and in the Receivables Property with respect thereto and the proceeds of the foregoing, in each case free and clear of any Adverse Claim (other than Permitted Adverse Claims). No effective financing statement or other instrument similar in effect is filed in any recording office listing the Transferor as debtor, covering any such Acquired Receivable, related Receivables Property, U.S. Collection Account or any interest therein or proceeds thereof, other than in respect of a Permitted Adverse Claim; (i) each Portfolio Report and Outstanding Receivables Report (in each case, as it relates to Receivables acquired by the Transferor) is complete and accurate in all material respects as of its date, (ii) all other information, data, exhibits, documents, books, records and reports (“Information”) furnished by or on behalf of the Transferor in connection with this Agreement, any other Transaction Document or any transaction contemplated hereby or thereby is complete and accurate in all material respects as of its date and no such Information contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein, in the light of the circumstances under which they were made, not materially misleading; provided, that, with respect to projected financial information provided by or on behalf of the Transferor, the Transferor represents only that such information was prepared in good faith by management of the Transferor on the basis of assumptions believed by such management to be reasonable as of the time made, and (iii) all financial statements which have been furnished by or on behalf of the Transferor (A) have been prepared in accordance with GAAP consistently applied (except as approved by the external auditors and as disclosed therein, if any) and (B) fairly present, in all material aspects, the financial condition of the Transferor and, if applicable, its consolidated Subsidiaries as of the dates set forth therein and the results of any operations of the Transferor and, if applicable, its consolidated Subsidiaries for the periods ended on such dates; (k) the Transferor has (i) timely filed or caused to be filed all material Tax returns required to be filed and (ii) paid or made adequate provision for the payment of all Taxes, assessments and other governmental charges due and payable by it, except (A) any such Taxes, assessments or other governmental charges that are being contested in good faith by appropriate proceedings and for which the Transferor has set aside in its books adequate reserves in accordance with GAAP as reasonably determined by the Transferor, or (B) to the extent that such failure to do so would not reasonably be expected to result in a Material Adverse Effect; (l) the Transferor is located in the jurisdiction specified for the Transferor on Schedule 1 (Transferor Information) for the purposes of Section 9-307 of the UCC as in effect in the State of New York; (m) (i) the names and addresses of all the U.S. Collection Account Banks, together with the account numbers of such U.S. Collection Accounts, as applicable, maintained at such U.S. Collection Account Banks which receive collections related to the Acquired Receivables sold by the Transferor, are as specified in Schedule 5 (Facility Accounts and Account Banks) to the Receivables Transfer Agreement (as the same may be updated from time to time pursuant to Section 5.7 (Changes in U.S. Collection Accounts)). Each U.S. Collection Account is subject to a valid and enforceable U.S. Account Security Agreement and the Administrative Agent (or its designee), on behalf of the Secured Parties, has a valid and perfected security interest or pledge over each U.S. Collection Account, free and clear of Adverse Claims (other than Permitted Adverse Claims). Obligors have been directed to make all payments to the U.S. Collection Accounts. Only Collections and other amounts payable in respect of Acquired Receivables are deposited into the U.S. Collection Accounts. Each of the U.S. Account Banks is an Eligible Account Bank; (i) since its formation, the Transferor has not used any corporate name, tradename or doing-business-as name other than the name in which it has executed this Agreement and the other names listed on Schedule 1 (Transferor Information); (ii) the Transferor’s Federal Employer Identification Number is as set forth on Schedule 1; (iii) the Transferor’s principal place of business and chief executive office for the last five (5) years and its jurisdiction of organization are listed on Schedule 1; (iv) the exact legal name of each entity to which the Transferor is the successor by merger or other operation of law (each a “Predecessor Entity”) during the preceding five (5) years is listed on Schedule 1; and (v) for each Predecessor Entity, the principal place of business and chief executive office for each for the last five (5) years and the jurisdiction of organization of each are listed on Schedule 1; (o) the Transferor is not an “investment company” as defined in, or is exempt from the registration requirements of, the Investment Company Act of 1940, as amended; (p) the Transferor is, individually and together with its Subsidiaries, Solvent; (q) each Acquired Receivable was an Eligible Receivable as of the applicable Purchase Date for such Acquired Receivable; (r) the Purchase Price paid for the Acquired Receivables and related Receivables Property purchased hereunder constitutes reasonably equivalent value and fair market value. No Purchase hereunder has been made for or on account of an antecedent debt owed by the Transferor to the Transferee and no such sale is voidable or subject to avoidance under any Section of any Insolvency Law. The sale of Receivables by the Transferor to the Transferee pursuant to this Agreement, and all other transactions between the Transferor and the Transferee, have been and will be made in good faith and without intent to hinder, delay or defraud creditors of the Transferor or any of its properties are bound.Affiliates; (es) The Transferor’s execution and delivery of this Agreement, its performance of the transactions contemplated by this Agreement, and its fulfillment of the terms of this Agreement do not conflict with or violate any Requirements of Law applicable to the Transferor. (f) No proceeding or investigation against the Transferor is pending orin compliance with the applicable provisions of ERISA and the provisions of the IRC relating to its Plans, except for such noncompliance that would not have a Material Adverse Effect. During the twelve-consecutive-month period prior to the best Closing Date, the date of each Purchase or other conveyance hereunder and each Reporting Date, no steps have been taken to terminate any Plan (other than any termination not reasonably likely to have a Material Adverse Effect), and no contribution failure has occurred with respect to any Plan sufficient to give rise to a lien under section 302(f) of ERISA. No condition exists or event or transaction has occurred with respect to any Plan which is reasonably likely to result in the Transferor or any ERISA Affiliate incurring any material liability, fine or penalty that could reasonably likely have a Material Adverse Effect; (t) the Transferor’s knowledge, threatened before any Governmental Authority that (A) asserts that obligations under this Agreement and the other Transaction Documents to which it is invalid, a party rank at least pari passu with all of its unsecured unsubordinated Indebtedness (Bother than any such Indebtedness that is preferred by mandatory provisions of law); (u) seeks the Transferor has the capability to prevent identify each Receivable sold hereunder or included in the consummation Portfolio Reports; (v) the Transferor is not required to account to any Official Body for any value added or other substantially similar Tax in respect of the assignment by it of any transaction contemplated Receivable or any Receivables Property related thereto and no withholding or other Tax is deductible or payable on any payment made by this Agreement, (C) seeks an Obligor with respect to any determination Receivable or ruling that, in the Transferor’s reasonable judgment, would materially and adversely affect the Transferor’s performance under this Agreement, or (D) seeks any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement.Receivables Property related thereto; and (gw) As of the Amendment Date, no selection procedures adverse to the Investor Certificateholders have been employed by the Transferor in selecting the Accounts. (h) The Transferor has obtained all approvals, authorizations, licenses, consents, and orders required of any Person in connection with the Transferor’s execution and delivery of this Agreement, its performance of the transactions contemplated by this Agreement, and its fulfillment of the terms of this Agreement. The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Trustee. The Transferor hereby represents and warrants to the Trusteeextent applicable, with respect to any Series of Certificatesthe transactions contemplated hereunder, as of its Closing Date, unless otherwise stated in such Supplement, that the representations and warranties of the Transferor set forth is in Section 2.03 are true and correct as of such date. Upon discovery compliance with all Laws promulgated by the TransferorU.S. Treasury Department Office of Foreign Assets Control pursuant to the International Emergency Economic Powers Act, 50 U.S.C. §§1701 et. seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et. seq., the Servicer or USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law on October 26, 2001)) (the Trustee of a breach of “PATRIOT Act”) and any of the foregoing representations executive order promulgated thereunder (including, without limitation, having in full force and warranties, the party discovering such breach shall give prompt written notice to the others.effect any required licenses thereunder)

Representations and Warranties of the Transferor. The Transferor hereby represents and warrants to the Trust as of the date hereoffollows: (a) The Transferor is a limited liability company duly formed and formed, validly existing and in good standing under the laws of the State of Delaware. The Transferor has full power and authority, jurisdiction set forth in all material respects, Schedule IV hereto (as such Schedule IV may be amended from time to own its properties as currently owned, time pursuant to conduct its business as currently conductedSection 5.01(b)), and to execute, deliver, and perform its obligations under this Agreement. (b) In all material respects, in each jurisdiction in which the conduct of its business requires, the Transferor is duly qualified to do business, and is in good standing, and has all necessary licenses and approvalsin every jurisdiction where the nature of its business requires it to be so qualified, except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. (cb) The execution, delivery and performance by the Transferor has of the Transaction Documents and the other documents to be delivered by it hereunder, including the Transferor’s use of the proceeds of transfers and assignments and Capital Payments, (i) are within the Transferor’s limited liability company powers, (ii) have been duly authorized, authorized by all necessary limited liability company action, (iii) do not contravene (a) the Transferor’s certificate of formation or limited liability company agreement or (b) except where the contravention would not have a Material Adverse Effect, any law, rule or regulation applicable to the Transferor, any contractual restriction binding on or affecting the Transferor or its execution property or any order, writ, judgment, award, injunction or decree binding on or affecting the Transferor or its property, and delivery (iv) 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 (except for the interest created pursuant to this Agreement and its consummation Agreement). Each of the transactions contemplated Transaction Documents to which the Transferor is a party has been duly executed and delivered by this Agreementthe Transferor. (dc) The Transferor’s execution 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 of this Agreement, its and performance by the Transferor of the transactions contemplated by this Agreement, and its fulfillment of the terms of this Agreement do not conflict with, breach any material term of, or cause a material default under (with or without notice or lapse of time or both) any indenture, contract, agreement, mortgage, deed of trust, or other instrument Transaction Documents to which the Transferor is a party or by any other document to be delivered thereunder, except for the filing of UCC financing statements which are referred to therein. (d) Each of the Transaction Documents to which the Transferor or any is a party constitutes the legal, valid and binding obligation of the Transferor enforceable against the Transferor in accordance with its properties are boundterms, subject to Debtor Relief Laws and to general principles of equity. (e) The Transferor’s execution and delivery of this Agreement, its performance of the transactions contemplated by this Agreement, and its fulfillment of the terms of this Agreement do not conflict with or violate any Requirements of Law applicable to the Transferor[Intentionally omitted.] (f) No proceeding or investigation against the Transferor There is no pending or, to the best knowledge of the Transferor’s knowledge, threatened action, investigation or proceeding affecting the Transferor or the Parent before any Governmental Authority that (A) asserts that this Agreement court, governmental agency or arbitrator which is invalidreasonably likely to be adversely determined and, (B) seeks to prevent the consummation of any transaction contemplated by this Agreement, (C) seeks any determination or ruling that, in the Transferor’s reasonable judgmentif so determined, would materially and adversely affect the Transferor’s performance under this Agreement, or (D) seeks any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreementhave a Material Adverse Effect. (g) As No proceeds of any transfer and assignment or Capital Payment will be used (i) to acquire any equity security of a class which is registered pursuant to Section 12 of the Amendment DateSecurities Exchange Act of 1934 or (ii) for the purpose, no selection procedures adverse to whether immediate, incidental or ultimate, of buying or carrying any “margin stock” within the Investor Certificateholders have been employed meaning of Regulation U issued by the Transferor in selecting Board of Governors of the AccountsFederal Reserve System of the United States. (h) Immediately prior to the acquisition by the Program Agent for the benefit of the relevant Conduits and/or Banks, as the case may be, the Transferor has purchased, for fair consideration and reasonably equivalent value, all of the right, title and interest of the Parent in the Pool Receivables, and is the legal and beneficial owner of the Pool Receivables and Related Security which are the subject of such purchase free and clear of any Lien; upon each acquisition, the Program Agent for the benefit of the relevant Conduits or the Banks, as the case may be, shall acquire a valid and perfected first priority security interest in each Pool Receivable then existing or thereafter arising and in the Related Security and Collections with respect thereto. On and from the Initial Acquisition Date, no effective financing statement or other instrument similar in effect covering any Pool Receivable or the Related Security or Collections with respect thereto is on file in any recording office, except those filed in favor of the Program Agent relating to this Agreement, those filed by NBCUniversal pursuant to the Subsidiary Sale and Purchase Agreement, and those filed by the Transferor pursuant to the SCA. Each Receivable characterized in any Servicer Report or other written statement made by or on behalf of the Transferor as an Eligible Receivable or as included in the Net Pool Balance is, as of the date of such Servicer Report or other statement, an Eligible Receivable or properly included in the Net Pool Balance. (i) Each Servicer Report (if prepared by the Transferor or one of its Affiliates, or to the extent that information contained therein is supplied by the Transferor or an Affiliate), information, exhibit, financial statement, document, book, record or report furnished or to be furnished at any time by or on behalf of the Transferor to the Program Agent, the Investor Agents, the Conduits or the Banks in connection with this Agreement is or will be accurate, complete and correct in all material respects as of its date or (except as otherwise disclosed to the Program Agent, the Investor Agents, the Conduits or the Banks, as the case may be, at such time) as of the date so furnished. (j) The principal place of business and chief executive office of the Transferor and the office where the Transferor keeps its records concerning the Pool Receivables are located at the address or addresses referred to in Section 5.01(b). The Transferor is located in the jurisdiction of organization set forth in Schedule IV hereto for purposes of Section 9-307 of the UCC as in effect in the State of New York; and the office in the jurisdiction of organization of the Transferor in which a UCC financing statement is required to be filed in order to perfect the security interest granted by the Transferor hereunder is set forth in Schedule IV hereto (in each case as such Schedule IV may be amended from time to time pursuant to Section 5.01(b)). (k) The account numbers of the Collection Accounts, together with the post office boxes of any related lock-boxes and the names and addresses of the banks with which such Collection Accounts are maintained, are as specified in Schedule I hereto, as such Schedule I may be amended from time to time pursuant to Section 5.01(g). The Collection Accounts and the related lock-boxes are the only accounts and post office boxes into which Collections of Receivables are deposited or remitted. (l) The Transferor is not an “investment company” as defined in the Investment Company Act of 1940, as amended. (m) [Intentionally omitted.] (n) The Transferor is not known by and does not use any tradename or doing-business-as name. (o) The Transferor was formed on October 12, 2011, and since such date there has been no adverse change in the financial condition of the Transferor that would cause a Material Adverse Effect. The Transferor has obtained all approvals, authorizations, licenses, consentsconducted no business except as contemplated under this Agreement and the other Transaction Documents, and orders required has no other obligations or outstanding security of any Person in connection with kind outside of this Agreement and the other Transaction Documents. The Transferor has no Subsidiaries. (p) (i) The fair value of the property of the Transferor is greater than the total amount of liabilities, including contingent liabilities, of the Transferor, (ii) the present fair salable value of the assets of the Transferor is not less than the amount that will be required to pay all probable liabilities of the Transferor on its debts as they become absolute and matured, (iii) the Transferor does not intend to, and does not believe that it will, incur debts or liabilities beyond the Transferor’s execution abilities to pay such debts and delivery of this Agreementliabilities as they mature and (iv) the Transferor is not engaged in a business or a transaction, its performance and is not about to engage in a business or a transaction, for which the Transferor’s property would constitute unreasonably small capital. (q) With respect to each Pool Receivable, the Transferor (i) shall have received such Pool Receivable as a contribution to the capital of the transactions contemplated Transferor by this Agreementthe Parent and/or (ii) shall have purchased such Pool Receivable from the Parent in exchange for payment (made by the Transferor to the Parent in accordance with the provisions of the SCA) of cash in an amount which constitutes fair consideration and reasonably equivalent value. Each such sale referred to in clause (ii) of the preceding sentence shall not have been made for or on account of an antecedent debt owed by the Parent to the Transferor and no such sale is or may be voidable or subject to avoidance under any section of the Federal Bankruptcy Code. (r) The Transferor has (i) timely filed all federal tax returns required to be filed, (ii) timely filed all other material state and local tax returns required to be filed and (iii) paid or made adequate provision for the payment of all taxes, assessments and other governmental charges (other than any tax, assessment or governmental charge which is being contested in good faith and by proper proceedings, and its fulfillment of with respect to which the terms of this Agreement. The obligation to pay such amount is adequately reserved against in accordance with generally accepted accounting principles). (s) On and from the Initial Acquisition Date, (i) the additional representations and warranties set forth in Schedule IX are true and correct in all material respects and (ii) other than the filing of financing continuation statements required after the date this Section 2.03 shall survive representation and warranty is made or is deemed made, all authorizations, consents, orders or approvals of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by Transferor in connection with the transfer and assignment conveyance by Transferor of the Receivables to the Trustee. The Transferor hereby represents Program Agent have been duly obtained, effected or given and warrants to the Trustee, with respect to any Series are in full force and effect. (t) No event has occurred and is continuing that constitutes an Event of Certificates, as Termination or an Incipient Event of its Closing Date, unless otherwise stated in such Supplement, that the representations and warranties of the Transferor set forth in Section 2.03 are true and correct as of such date. Upon discovery by the Transferor, the Servicer or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the othersTermination.

Representations and Warranties of the Transferor. The Transferor hereby represents and warrants to the Trust Servicer, the Indenture Trustee, the Owner Trustee, the Securityholders and the Depositor that as of the date hereof:Closing Date or the Subsequent Transfer Date, as the case may be (except as otherwise specifically provided herein): (a) The Transferor is a limited liability company corporation licensed as a mortgage lender duly formed and organized, validly existing and in good standing under the laws of the State of Delaware. The Transferor has Oklahoma and has, and had at all relevant times, full corporate power and authority, in all material respectsto originate or purchase the Home Loans, to own its properties as currently ownedproperty, to conduct carry on its business as currently conducted, conducted and to execute, deliver, enter into and perform its obligations under this Agreement.; (b) In all material respects, in each jurisdiction in which the conduct of its business requires, the Transferor is duly qualified to do business, is in good standing, and has all necessary licenses and approvals. (c) The Transferor has duly authorized, by all necessary limited liability company action, its execution and delivery of this Agreement by the Transferor and its consummation of the transactions contemplated by this Agreement. (d) The Transferor’s execution and delivery of this Agreement, its performance of the transactions contemplated by this Agreement, and its fulfillment of compliance with the terms of this Agreement do will not conflict withviolate the Transferor's articles of incorporation or by-laws or constitute a default (or an event which, breach any material term of, or cause a material default under (with or without notice or lapse of time time, or both, would constitute a default) under, or result in the breach or acceleration of, any indenture, material contract, agreement, mortgage, deed of trust, agreement or other instrument to which the Transferor is a party or by which may be applicable to the Transferor or any of its properties are bound.assets; (ec) The Transferor has the full power and authority to enter into and consummate all transactions contemplated by this Agreement to be consummated by it, has duly authorized the execution, delivery and performance of this Agreement and has duly executed and delivered this Agreement. This Agreement, assuming due authorization, execution and delivery by the Owner Trustee, the Indenture Trustee and the Depositor, constitutes a valid, legal and binding obligation of the Transferor’s , enforceable against it in accordance with the terms hereof, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law); (d) The Transferor is not in violation of, and the execution and delivery of this Agreement, Agreement by the Transferor and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state, municipal or governmental agency having jurisdiction, which violation would materially and adversely affect the condition (financial or otherwise) or operations of the Transferor or its properties or materially and adversely affect the performance of its duties hereunder; (e) There are no actions or proceedings against, or investigations of, the Transferor currently pending with regard to which the Transferor has received service of process and no action or proceeding against, or investigation of, the Transferor is, to the knowledge of the Transferor, threatened or otherwise pending before any court, administrative agency or other tribunal that (A) if determined adversely, would prohibit its entering into this Agreement or render the Securities invalid, (B) seek to prevent the issuance of the Securities or the consummation of any of the transactions contemplated by this AgreementAgreement or (C) if determined adversely, would prohibit or materially and its fulfillment adversely affect the sale of the terms Home Loans to the Depositor, the performance by the Transferor of its obligations under, or the validity or enforceability of, this Agreement do not conflict with or violate any Requirements of Law applicable to the Transferor.Securities; (f) No proceeding consent, approval, authorization or investigation against order of any court or governmental agency or body is required for: (1) the execution, delivery and performance by the Transferor is pending orof, to or compliance by the best Transferor with, this Agreement, (2) the issuance of the Transferor’s knowledge, threatened before any Governmental Authority that (A) asserts that this Agreement is invalidSecurities, (B3) seeks to prevent the sale of the Home Loans under the Home Loan Purchase Agreement or (4) the consummation of any transaction contemplated the transactions required of it by this Agreement, (C) seeks any determination or ruling that, in except such as shall have been obtained before the Transferor’s reasonable judgment, would materially and adversely affect the Transferor’s performance under this Agreement, or (D) seeks any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement.Closing Date; (g) As of the Amendment Date, no selection procedures adverse The Transferor acquired title to the Investor Certificateholders have been employed by the Transferor Home Loans in selecting the Accounts.good faith, without notice of any adverse claim; (h) The collection practices used by the Transferor has obtained with respect to the Home Loans have been, in all approvalsmaterial respects, authorizationslegal, licensesproper, consentsprudent and customary in the non-conforming mortgage servicing business; (i) No Officer's Certificate, statement, report or other document prepared by the Transferor and orders required of any Person furnished or to be furnished by it pursuant to this Agreement or in connection with the Transferor’s transactions contemplated hereby contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading; (j) The Transferor is solvent, is able to pay its debts as they become due and has capital sufficient to carry on its business and its obligations hereunder; it will not be rendered insolvent by the execution and delivery of this Agreement, its Agreement or by the performance of its obligations hereunder; no petition of bankruptcy (or similar insolvency proceeding) has been filed by or against the transactions contemplated by this AgreementTransferor prior to the date hereof; (k) The Prospectus Supplement (other than (i) the statements on the cover page and inside cover page relating to Greenwich Capital Markets, Inc. and its fulfillment (ii) the statements under the following captions: "SUMMARY -- Securities Issued", "-- Priority of Distributions", "-- Final Scheduled Distribution Date", "-- Credit Enhancement", "-- Tax Status", "-- ERISA", "-- Legal Investment", "DESCRIPTION OF THE OFFERED SECURITIES", "DESCRIPTION OF CREDIT ENHANCEMENT", "CERTAIN FEDERAL INCOME TAX CONSEQUENCES", "STATE TAX CONSEQUENCES", "ERISA CONSIDERATIONS", "LEGAL INVESTMENT MATTERS" and "METHOD OF DISTRIBUTION", as to which the Transferor makes no statement) does not contain an untrue statement of a material fact and does not omit to state a material fact necessary to make the statements therein, in light of the terms circumstances under which they were made, not misleading; (l) (Reserved); (m) (Reserved); and (n) The Transferor has transferred the Home Loans without any intent to hinder, delay or defraud any of this Agreementits creditors. The It is understood and agreed that the representations and warranties set forth in this Section 2.03 3.02 shall survive the transfer and assignment delivery of the Receivables respective Home Loan ------------ Files to the Custodian (as the agent of the Indenture Trustee. The Transferor hereby represents ) and warrants shall inure to the benefit of the Securityholders, the Depositor, the Servicer, the Indenture Trustee, with respect to any Series of Certificates, as of its Closing Date, unless otherwise stated in such Supplement, that the representations Owner Trustee and warranties of the Transferor set forth in Section 2.03 are true and correct as of such dateTrust. Upon discovery by any of the Transferor, the Servicer Depositor, the Servicer, the Indenture Trustee or the Owner Trustee of a breach of any of the foregoing representations and warrantieswarranties that materially and adversely affects the value of any Home Loan or the interests of the Securityholders therein, the party discovering such breach shall give prompt written notice (but in no event later than two Business Days following such discovery) to the others.other parties. The obligations of the Transferor set forth in Section 3.06 hereof to cure any ------------ breach or to substitute for or repurchase an affected Home Loan shall consti- tute the sole remedies available to the Securityholders, the Depositor, the Servicer, the Indenture Trustee or the Owner Trustee respecting a breach of the representations and warranties contained in this Section 3.02. ------------

Representations and Warranties of the Transferor. The Transferor hereby represents and warrants to the Trust Owner Trustee as of the date hereofof this Agreement that: (a) The Transferor is a limited liability company corporation duly formed and organized, validly existing and in good standing under the laws of the State of Delaware. The Transferor Delaware and has full power corporate power, authority and authority, in all material respects, to own its properties as currently owned, to legal right conduct its business as currently and such business is presently conducted, and to execute, deliver, deliver and perform its obligations under this Agreement. (b) In The Transferor is duly qualified to do business and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business, and has obtained all material respectsnecessary licenses and approvals with respect to the Transferor, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct interests of its business requiresthe Noteholders hereunder or under the Indenture; provided, however, that no representation or warranty is made with respect to any qualifications, licenses or approvals which the Transferor is duly qualified Owner Trustee or the Indenture Trustee has or may be required at any time to do businessobtain, if any, in connection with the transactions contemplated hereby or by any other Transaction Document to which the Owner Trustee or the Indenture Trustee, as the case may be, is in good standing, and has all necessary licenses and approvalsa party. (c) The Transferor has duly authorized, by all necessary limited liability company action, its execution and delivery of this Agreement and its the consummation of the transactions contemplated provided for in this Agreement and in the other Transaction Documents to which the Transferor is a party have been duly authorized by the Transferor by all necessary corporate action on its part and each of this AgreementAgreement and the other Transaction Documents to which the Transferor is a party shall remain, from the time of its execution, an official record of the Transferor; the Transferor has the power and authority to assign the property to be assigned to and deposited with the Trust. (d) The Transferor’s execution and delivery of this Agreement, its the performance of the transactions contemplated by this Agreement, Agreement and its the fulfillment of the terms of this Agreement do hereof shall not conflict with, result in any breach of any of the material term terms and provisions of, or cause a material default under constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which the Transferor is a party or by which the Transferor it or any of its properties are boundbound (other than violations of such indentures, contracts, agreements, mortgages, deeds of trust or other instruments which, individually or in the aggregate, would not have a material adverse effect on the Transferor's ability to perform its obligation under this Agreement). (e) The Transferor’s execution and delivery of this Agreement, its the performance of the transactions contemplated by this Agreement, Agreement and its the fulfillment of the terms of this Agreement do hereof shall not conflict with or violate any material Requirements of Law applicable to the Transferor. (f) No proceeding There are no proceedings or investigation investigations pending or threatened against the Transferor is pending orbefore any court, to regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over the best Transferor (i) asserting the invalidity of this Agreement or any of the Transferor’s knowledge, threatened before any Governmental Authority that (A) asserts that this Agreement is invalidTransaction Documents, (Bii) seeks seeking to prevent the consummation of any transaction of the transactions contemplated by this AgreementAgreement or any of the Transaction Documents, (Ciii) seeks seeking any determination or ruling that, in the reasonable judgment of the Transferor’s reasonable judgment, would materially and adversely affect the Transferor’s performance by the Transferor of its obligations under this AgreementAgreement or the Transaction Documents, or (Div) seeks seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement. (g) As of the Amendment Date, no selection procedures adverse to the Investor Certificateholders have been employed by the Transferor in selecting the Accounts. (h) The Transferor has obtained all approvals, authorizations, licenses, consents, and orders required of any Person in connection with the Transferor’s execution and delivery of this Agreement, its performance of the transactions contemplated by this Agreement, and its fulfillment of the terms of this Agreement. The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Trustee. The Transferor hereby represents and warrants to the Trustee, with respect to any Series of Certificates, as of its Closing Date, unless otherwise stated in such Supplement, that the representations and warranties of the Transferor set forth in Section 2.03 are true and correct as of such date. Upon discovery by the Transferor, the Servicer Agreement or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the othersTransaction Documents.

Representations and Warranties of the Transferor. The Transferor hereby represents and warrants to the Trust as of the date hereofOwner Trustee that: (a) The Transferor has been duly organized and is validly existing as a limited liability company duly formed and validly existing in good standing under the laws of the State of Delaware. , with power and authority to own its properties and to conduct its business as such properties are presently owned and such business is presently conducted and had at all relevant times, and now has, power, authority and legal right to acquire and own the Loans and Receivables. (b) The Transferor has the power and authority to execute and deliver this Agreement and to carry out its terms, the Transferor has full power and authority, in all material respects, authority to own its properties sell and assign the property to be sold and assigned to and deposited with the Issuer as currently owned, to conduct its business as currently conducted, part of the Owner Trust Estate and to execute, deliver, and perform its obligations under this Agreement. (b) In all material respects, in each jurisdiction in which the conduct of its business requires, the Transferor is duly qualified to do business, is in good standing, and has all necessary licenses and approvals. (c) The Transferor has duly authorizedauthorized such sale and assignment to the Issuer by all necessary corporate action; and the execution, delivery and performance of this Agreement have been duly authorized by the Transferor by all necessary limited liability company action, its execution and delivery of this Agreement and its . (c) The consummation of the transactions contemplated by this Agreement. (d) The Transferor’s execution Agreement and delivery of this Agreement, its performance of the transactions contemplated by this Agreement, and its fulfillment of the terms of this Agreement do not conflict with, result in any breach of any material term of, of the terms and provisions of or cause a material default under constitute (with or without notice or lapse of time time) a default under, the certificate of formation or both) limited liability company agreement of the Transferor, or any indenture, contract, agreement, mortgage, deed of trust, agreement or other instrument to which the Transferor is a party or by which it is bound, or result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents), or violate any law or, to the Transferor’s knowledge, any order, rule or regulation applicable to the Transferor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Transferor or any of its properties are boundproperties. (d) This Agreement, when duly executed and delivered, shall constitute a legal, valid and binding obligation of the Transferor enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law. (e) The Transferor’s execution and delivery of this AgreementThere are no proceedings or, its performance of the transactions contemplated by this Agreement, and its fulfillment of the terms of this Agreement do not conflict with or violate any Requirements of Law applicable to the Transferor. (f) No proceeding or investigation against the Transferor is ’s knowledge, investigations pending or, to the best of the Transferor’s knowledge, threatened before any Governmental Authority that court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Transferor or its properties (Ai) asserts that asserting the invalidity of this Agreement is invalidAgreement, (Bii) seeks seeking to prevent the consummation of any transaction contemplated by this Agreement, (C) seeks any determination or ruling that, in the Transferor’s reasonable judgment, would materially and adversely affect the Transferor’s performance under this Agreement, or (D) seeks any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement. (g) As of the Amendment Date, no selection procedures adverse to the Investor Certificateholders have been employed by the Transferor in selecting the Accounts. (h) The Transferor has obtained all approvals, authorizations, licenses, consents, and orders required of any Person in connection with the Transferor’s execution and delivery of this Agreement, its performance of the transactions contemplated by this AgreementAgreement or (iii) seeking any determination or ruling that might materially and adversely affect the performance by the Transferor of its obligations under, and its fulfillment of or the terms of validity or enforceability of, this Agreement. The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Trustee. The Transferor hereby represents and warrants to the Trustee, with respect to any Series of Certificates, as of its Closing Date, unless otherwise stated in such Supplement, that the representations and warranties of the Transferor set forth in Section 2.03 are true and correct as of such date. Upon discovery by the Transferor, the Servicer or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the others.

Representations and Warranties of the Transferor. The Transferor hereby represents and warrants to the Trust Agent and the Purchasers that as of the date hereofhereof and the Closing Date and each Borrowing Date: (a) The Transferor It is a limited liability company duly formed and corporation validly existing and in good standing under the laws of the State of Delaware. The Transferor has , with full power and authority, in all material respects, authority under such laws to own its properties as currently owned, to and conduct its business as such properties are currently conducted, owned and such business is currently conducted and to execute, deliver, deliver and perform its obligations under this AgreementAgreement and the other Related Documents to which it is a party. (b) In It has the power, authority and right to make, execute, deliver and perform this Agreement and the other Related Documents to which it is a party and all material respectsthe transactions contemplated hereby and thereby and has taken all necessary action to authorize the execution, delivery and performance of this Agreement and the other Related Documents to which it is a party. When executed and delivered, each of this Agreement and the other Related Documents to which it is a party will constitute its legal, valid and binding obligations, enforceable against it in each jurisdiction accordance with its terms, subject, as to such enforceability, to applicable bankruptcy, reorganization, insolvency, moratorium and other laws relating to or affecting creditors' rights generally from time to time in which the conduct effect. The enforceability of its business requiresobligations under such agreements may also be limited by general principles of equity, the Transferor regardless of whether such enforceability is duly qualified to do business, is considered in good standinga proceeding in equity or at law, and has all necessary licenses and approvalsno representation or warranty is made with respect to the enforceability of its obligations under any indemnification provisions in such agreements to the extent that indemnification is sought in connection with securities laws violations. (c) The Transferor has duly authorizedNo consent, license, approval or authorization of, or registration with, any Governmental Authority is required to be obtained by all necessary limited liability company actionit in connection with the execution, its execution and delivery or performance of each of this Agreement and its consummation the other Related Documents to which it is a party that has not been duly obtained and that is not and will not be in full force and effect on the Closing Date, except such that may be required by the blue sky laws of any state and except for any UCC filings necessary to perfect the transactions contemplated by this AgreementLiens granted pursuant to the Indenture or mortgage recordings required following an Assignment Event. (d) The Transferor’s execution execution, delivery and delivery of this Agreement, its performance of the transactions contemplated by this Agreement, and its fulfillment of the terms each of this Agreement and the other Related Documents to which it is a party do not conflict withviolate any provision of any existing law or regulation applicable to it, breach any material term oforder or decree of any court to which it is subject, its charter or By-laws, or cause a material default under (with or without notice or lapse of time or both) any mortgage, indenture, contract, agreement, mortgage, deed of trust, contract or other instrument agreement to which the Transferor it is a party or by which the Transferor it or any significant portion of its properties are boundis bound (other than violations of such laws, regulations, orders, decrees, mortgages, indentures, contracts and other agreements that, individually or in the aggregate, would not have a material adverse effect on its ability to perform its obligations under this Agreement or the other Related Documents to which it is a party). (e) The Transferor’s execution and delivery of Except as disclosed in writing to the Agent prior to the Closing Date, there is no litigation or administrative proceeding before any court, tribunal or governmental body pending or, to its knowledge, threatened against it, with respect to this Agreement, its performance of the other Related Documents to which it is a party, the transactions contemplated by this Agreementhereby or thereby or the issuance of the Notes, and there is no such litigation or proceeding against it or any significant portion of its fulfillment of properties that it expects to have a material adverse effect on the terms of transactions contemplated by, or its ability to perform its obligations under, this Agreement do not conflict with or violate any Requirements of Law applicable the other Related Documents to the Transferorwhich it is a party. (f) No proceeding report, statement, exhibit or investigation against the Transferor is pending or, other written information required to be furnished by it or any of its Affiliates to the best Agent or any Purchaser pursuant to this Agreement or the other Related Documents is or shall be inaccurate in any material respect, or contains or shall contain any material misstatement of fact, or omits or shall omit to state a material fact necessary to make the statements contained therein, in light of the Transferor’s knowledgecircumstances under which such statements were made, threatened before any Governmental Authority that (A) asserts that this Agreement is invalid, (B) seeks to prevent the consummation of any transaction contemplated by this Agreement, (C) seeks any determination or ruling thatnot misleading, in each case, as of the Transferor’s reasonable judgment, would materially and adversely affect the Transferor’s performance under this Agreement, date it is or shall be dated or (Dexcept as otherwise disclosed to the Agent at such time) seeks any determination or ruling that would materially and adversely affect as of the validity or enforceability of this Agreementdate so furnished. (g) As Each of the Amendment Date, no selection procedures adverse Related Documents to the Investor Certificateholders have been employed by the Transferor which it is a party is in selecting the Accountsfull force and effect and Default or Event of Default with respect to it has occurred and is continuing. (h) The Transferor has obtained all approvals, authorizations, licenses, consentsrepeats and reaffirms to the Agent and the Owners each of the representations and warranties made by it in Section 2.1 of the Sale and Servicing Agreement and each other document delivered in connection therewith or herewith, and orders required represents that such representations and warranties are true and correct in all material respects. (i) Any taxes, fees and other charges of any Person Governmental Authorities applicable to it, except for franchise or income taxes, in connection with the Transferor’s execution execution, delivery and delivery performance by it of this Agreement, its performance of Agreement and the other Related Documents to which it is a party or otherwise applicable to it in connection with the transactions contemplated by this Agreement, and its fulfillment hereby or thereby have been paid or will be paid at or prior to the Closing Date to the extent then due. (j) As of the terms of this Agreement. The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Trustee. The Transferor hereby represents and warrants to the Trustee, with respect to any Series of Certificates, as of its Closing Date, unless otherwise stated in such Supplement, that the representations and warranties chief executive office of the Transferor set forth is at the address indicated in Section 2.03 are true and correct as of such date. Upon discovery by the Transferor, the Servicer or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the others9.2 hereof.

Representations and Warranties of the Transferor. The Transferor hereby represents and warrants to the Trust Transferee that each of the following statements is true, correct, complete and not misleading on and as of the date hereofof this Agreement and the date of the Transfer Closing: (a) The the Transferor is a limited liability company duly formed organized and validly existing in good standing under the laws of the State place of Delawareits incorporation or formation. The Transferor has full all requisite corporate power and authority, in all material respects, authority to own its properties as currently owned, to conduct its business as currently conducted, and to execute, deliver, and perform each of its obligations under this Agreement.; (b) In all material respects, in each jurisdiction in which the conduct of its business requires, Transferor has good and marketable title to the Sale Shares and that the Transferor is duly qualified to do businessthe sole registered owner thereof; the Transferor will, is in good standingat the Transfer Closing, sell, transfer, and has all necessary licenses deliver the Sale Shares free and approvals.clear from any Encumbrance (other than restrictions imposed by applicable securities laws, the Investor Rights Agreement, the M&AA or the Transferor Lock-up Agreement) and that the Transferor is entitled to transfer the Sale Shares to the Transferee; (c) The Transferor has duly authorized, by all necessary limited liability company action, its execution and delivery of this Agreement has been duly and its consummation validly executed and delivered by the Transferor, and will constitute valid and binding obligations of the transactions contemplated Transferor enforceable against the Transferor in accordance with its respective terms, except as such enforceability may be limited by this Agreement.bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and by general equity principles (regardless of whether considered in a proceeding in equity or at law), including, without limitation, (A) the possible unavailability of specific performance, injunctive relief or any other equitable remedy and (B) concepts of materiality, reasonableness, good faith and fair dealing; (d) The Transferor’s execution none of the offer and sale of the Sale Shares, the execution, delivery and performance of this AgreementAgreement by the Transferor, its performance or the consummation by the Transferor of the transactions contemplated by this Agreement, and its fulfillment as applicable, violates or will violate, conflicts with or constitutes a breach of any of the terms or provisions of this Agreement do not conflict with, breach any material term of, or cause a material default under (or an event that, with or without notice or lapse of time or both, would constitute a default), or require consent under, on any property or assets of the Transferor pursuant to, (A) any indenturelaw, contractstatute, circular, rule or regulation applicable to the Transferor, or the assets or properties of the Transferor, (B) any judgment, order or decree of any governmental authority with jurisdiction over any of the assets or properties of the Transferor, or (C) any obligation, agreement, mortgagecovenant or condition contained in any lease, deed of trustlicense, franchise agreement, authorization, permit, certificate or other agreement or instrument to which, or other instrument to which by which, the Transferor is a party bound or by to which any of the assets or properties of the Transferor is subject, other than such consents and waivers as have been obtained or will be obtained prior to the Transfer Closing and will be in full force and effect. As of the Transfer Closing, no consent, approval, authorization or order of, or filing, registration, qualification, license or permit of or with, any governmental authority, will be required to be obtained or made by the Transferor for the execution, delivery and performance by the Transferor of its properties this Agreement, including the consummation of the transactions contemplated hereby, other than such consent, approval, authorization or order, filing, registration, qualification, license or permit as have been obtained or will be obtained prior to the Transfer Closing and will be in full force and effect. No consents or waivers from any other person or entity are bound.required for the execution, delivery and performance of this Agreement or the consummation of the transaction contemplated hereby, other than such consents and waivers as have been obtained or will be obtained prior to the Transfer Closing and will be in full force and effect; and (e) The Transferor’s execution there are no contracts, agreements or understandings between the Transferor and delivery of this Agreement, its performance of any other person other than the transactions contemplated by this Agreement, and its fulfillment of the terms of this Agreement do not conflict with or violate any Requirements of Law applicable Transferee that would give rise to the Transferor. (f) No proceeding or investigation a valid claim against the Transferor is pending oror the Transferee for a brokerage commission, to the best of the Transferorfinder’s knowledge, threatened before any Governmental Authority that (A) asserts that this Agreement is invalid, (B) seeks to prevent the consummation of any transaction contemplated by this Agreement, (C) seeks any determination fee or ruling that, in the Transferor’s reasonable judgment, would materially and adversely affect the Transferor’s performance under this Agreement, or (D) seeks any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement. (g) As of the Amendment Date, no selection procedures adverse to the Investor Certificateholders have been employed by the Transferor in selecting the Accounts. (h) The Transferor has obtained all approvals, authorizations, licenses, consents, and orders required of any Person like payment in connection with the Transferor’s execution and delivery of this Agreement, its performance of the transactions contemplated by this Agreement, and its fulfillment of the terms of this Agreement. The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Trustee. The Transferor hereby represents and warrants to the Trustee, with respect to any Series of Certificates, as of its Closing Date, unless otherwise stated in such Supplement, that the representations and warranties of the Transferor set forth in Section 2.03 are true and correct as of such date. Upon discovery by the Transferor, the Servicer or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the othersTransfer.

Representations and Warranties of the Transferor. The Transferor hereby represents and warrants to the Trust Owner Trustee as of the date hereofof this Agreement that: (a) The Transferor is a limited liability company corporation duly formed and organized, validly existing and in good standing under the laws of the State of Delaware. The Transferor Delaware and has full power corporate power, authority and authority, in all material respects, to own its properties as currently owned, to legal right conduct its business as currently and such business is presently conducted, and to execute, deliver, deliver and perform its obligations under this Agreement. (b) In The Transferor is duly qualified to do business and is in good standing (or is exempt from such requirement) in any state required in order to conduct its business, and has obtained all material respectsnecessary licenses and approvals with respect to the Transferor, in each jurisdiction in which failure to so qualify or to obtain such licenses and approvals would have a material adverse effect on the conduct interests of its business requiresthe Noteholders hereunder or under the Indenture; provided, however, that no representation or warranty is made with respect to any qualifications, licenses or approvals which the Transferor is duly qualified Owner Trustee or the Indenture Trustee has or may be required at any time to do businessobtain, if any, in connection with the transactions contemplated hereby or by any other Transaction Document to which the Owner Trustee or the Indenture Trustee, as the case may be, is in good standing, and has all necessary licenses and approvalsa party. (c) The Transferor has duly authorized, by all necessary limited liability company action, its execution and delivery of this Agreement and its the consummation of the transactions contemplated provided for in this Agreement and in the other Transaction Documents to which 8 TRUST AGREEMENT the Transferor is a party have been duly authorized by the Transferor by all necessary corporate action on its part and each of this AgreementAgreement and the other Transaction Documents to which the Transferor is a party shall remain, from the time of its execution, an official record of the Transferor; the Transferor has the power and authority to assign the property to be assigned to and deposited with the Trust. (d) The Transferor’s execution and delivery of this Agreement, its the performance of the transactions contemplated by this Agreement, Agreement and its the fulfillment of the terms of this Agreement do hereof shall not conflict with, result in any breach of any of the material term terms and provisions of, or cause a material default under constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which the Transferor is a party or by which the Transferor it or any of its properties are boundbound (other than violations of such indentures, contracts, agreements, mortgages, deeds of trust or other instruments which, individually or in the aggregate, would not have a material adverse effect on the Transferor's ability to perform its obligation under this Agreement). (e) The Transferor’s execution and delivery of this Agreement, its the performance of the transactions contemplated by this Agreement, Agreement and its the fulfillment of the terms of this Agreement do hereof shall not conflict with or violate any material Requirements of Law applicable to the Transferor. (f) No proceeding There are no proceedings or investigation investigations pending or threatened against the Transferor is pending orbefore any court, to regulatory body, administrative agency, or other tribunal or governmental instrumentality having jurisdiction over the best Transferor (i) asserting the invalidity of this Agreement or any of the Transferor’s knowledge, threatened before any Governmental Authority that (A) asserts that this Agreement is invalidTransaction Documents, (Bii) seeks seeking to prevent the consummation of any transaction of the transactions contemplated by this AgreementAgreement or any of the Transaction Documents, (Ciii) seeks seeking any determination or ruling that, in the reasonable judgment of the Transferor’s reasonable judgment, would materially and adversely affect the Transferor’s performance by the Transferor of its obligations under this AgreementAgreement or the Transaction Documents, or (Div) seeks seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement. (g) As of the Amendment Date, no selection procedures adverse to the Investor Certificateholders have been employed by the Transferor in selecting the Accounts. (h) The Transferor has obtained all approvals, authorizations, licenses, consents, and orders required of any Person in connection with the Transferor’s execution and delivery of this Agreement, its performance of the transactions contemplated by this Agreement, and its fulfillment of the terms of this Agreement. The representations and warranties set forth in this Section 2.03 shall survive the transfer and assignment of the Receivables to the Trustee. The Transferor hereby represents and warrants to the Trustee, with respect to any Series of Certificates, as of its Closing Date, unless otherwise stated in such Supplement, that the representations and warranties of the Transferor set forth in Section 2.03 are true and correct as of such date. Upon discovery by the Transferor, the Servicer Agreement or the Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the othersTransaction Documents.