Common use of General Representations Clause in Contracts

General Representations. DO represents and warrants to CCSI that: (a) DO is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and is duly licensed or qualified to do business as a foreign corporation in each jurisdiction in which the nature of the business transacted by it or the character of the property owned or leased by it makes such licensing or qualification by it necessary, except to the extent that such failure to be so licensed or qualified does not have a material adverse affect on DO. DO has all requisite corporate power and authority to own and operate its properties and to carry on its business as it is now being conducted and to execute and deliver this Agreement and to perform its obligations hereunder. (b) The execution and delivery by DO of this Agreement and the Confidence Agreement and the consummation by it of the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action of DO. This Agreement and the Confidence Agreement constitute the legal, valid and binding obligation of DO, enforceable against it in accordance with their terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors' rights generally. (c) The execution and delivery by DO of this Agreement and the Confidence Agreement and the performance of its obligations hereunder and thereunder does not violate (i) the Certificate of Incorporation or By-Laws of DO, or (ii) any law, rule, regulation, judgment, award or decree of any court or other governmental authority, or (iii) any note, indenture, mortgage, agreement or other instrument to which DO is a party, or by which DO or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under, any such note, indenture, mortgage, agreement or other instrument, or result in the creation or imposition of any lien of any nature whatsoever upon any of the properties or assets of DO, limited in the case of clauses (ii) or (iii), to those matters which would have a material adverse effect on DO or the transaction contemplated hereby. (d) No material authorization, approval, order, license, permit, franchise or consent and no material registration, declaration, notice or filing by or with any court, administrative agency or other governmental authority is required for the execution and delivery by DO of this Agreement and the Confidence Agreement or the consummation by it of the transactions contemplated hereby and thereby. (e) OM is a division of DO. (f) The representations and warranties contained in this paragraph 11 of Section IV do not contain any untrue statement of a material fact, or omit to state a material fact necessary to make the statements contained therein not misleading.

General Representations. DO CCSI represents and warrants to CCSI DO that: (a) DO CCSI is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware New York and is duly licensed or qualified to do business as a foreign corporation in each jurisdiction in which the nature of the business transacted by it or the character of the property owned or leased by it makes such licensing or qualification by it necessary, except to the extent that such failure to be so licensed or qualified does not have a material adverse affect on DOCCSI. DO CCSI has all requisite corporate power and authority to own and operate its properties and to carry on its business as it is now being conducted and to execute and deliver this Agreement and to perform its obligations hereunder. (b) The execution and delivery by DO CCSI of this Agreement and the Confidence Agreement entered into between CCSI and Ohmeda, Inc. (predecessor of interest to DO) dated as of October 16, 1998 (the "Confidence Agreement") and the consummation by it of the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action of DOCCSI. This Agreement and the Confidence Agreement constitute the legal, valid and binding obligation of DOCCSI, enforceable against it in accordance with their terms, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and other similar laws affecting creditors' rights generally. (c) The execution and delivery by DO CCSI of this Agreement and the Confidence Agreement and the performance of its obligations hereunder and thereunder does not violate (i) the Certificate of Incorporation or By-Laws of DOCCSI, or (ii) any law, rule, regulation, judgment, award or decree of any court or other governmental authority, or (iii) except for the Medical International Agreement, any note, indenture, mortgage, agreement or other instrument to which DO CCSI is a party, or by which DO CCSI or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under, any such note, indenture, mortgage, agreement or other instrument, or result in the creation or imposition of any lien of any nature whatsoever upon any of the properties or assets of DOCCSI, limited in the case of clauses (ii) or (iii), to those matters which would have a material adverse effect on DO CCSI or the transaction contemplated hereby. As to the Medical Instruments Agreement, CCSI represents, warrants and covenants that it is free to terminate such agreement without penalty upon thirty (30) days' prior written notice to Medical Instruments, that it shall immediately provide such written notice of termination to Medical Instruments upon execution of this Agreement, such termination to be effective in thirty (30) days, and that in the event of any claim by Medical Instruments against DO, DO shall be defended, indemnified and held harmless by CCSI in accordance with the procedures set forth in paragraph 5 of Section V of this Agreement. (d) No material authorization, approval, order, license, permit, franchise or consent and no material registration, declaration, notice or filing by or with any court, administrative agency or other governmental authority is required for the execution and delivery by DO CCSI of this Agreement and the Confidence Agreement or the consummation by it of the transactions contemplated hereby and thereby. (e) The Device and the Calibration Standards have all necessary FDA clearances and approvals so that OM is a division may begin distribution of DOthese specific Products immediately upon execution of this Agreement. (f) CCSI is not aware of any infringement by a third party of any of the United States patents identified in paragraph 2(b) of Section III. (g) The representations and warranties contained in this paragraph 11 3 of Section IV do not contain any untrue statement of a material fact, or omit to state a material fact necessary to make the statements contained therein not misleading.

General Representations. DO represents and warrants to CCSI that: (a) DO The Pledgor is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware its organization and is duly licensed or qualified to do business as a foreign corporation in each jurisdiction in which the nature of the business transacted by it or the character of the property owned or leased by it makes such licensing or qualification by it necessary, except to the extent that such failure to be so licensed or qualified does not have a material adverse affect on DO. DO has all requisite corporate full power and authority to own its property and operate its properties assets and to carry on its business as it is now being conducted and to execute execute, deliver and deliver perform its obligations under this Agreement. Pledgor has duly authorized and taken all other necessary corporate action for the execution, delivery and performance of this Agreement. Pledgor has duly executed and delivered this Agreement, and this Agreement and each Material Project Contract to perform which the Pledgor is a party constitutes its obligations hereunder. (b) The execution and delivery by DO of this Agreement and the Confidence Agreement and the consummation by it of the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action of DO. This Agreement and the Confidence Agreement constitute the legal, valid and binding obligation of DOthe Pledgor, enforceable against it in accordance with their terms, its terms against the Pledgor except to the extent that such enforcement as enforceability thereof may be limited by applicable bankruptcy, insolvency insolvency, moratorium and other similar laws affecting creditors' rights generally. laws, by equitable principles, whether considered at law or in equity and any implied covenants of good faith and fair dealing and for filings and registrations necessary to create or perfect Liens on the Collateral granted by the Pledgor in favor of the Secured Parties. Pledgor’s execution and delivery of this Agreement, the performance of the transactions contemplated hereby and by the Material Project Contracts and the fulfillment of the terms hereof and thereof will not (a) violate any of its Governing Documents or conflict with or violate its contractual obligations, (b) violate any order, judgment or decree of governmental authority binding on it, (c) The execution and delivery by DO of this Agreement and the Confidence Agreement and the performance of its obligations hereunder and thereunder does not violate (i) the Certificate of Incorporation or By-Laws of DOany applicable Laws, or (iid) any law, rule, regulation, judgment, award result in or decree require the creation or imposition of any court or other governmental authority, or (iii) any note, indenture, mortgage, agreement or other instrument to which DO is a party, or by which DO or Lien upon any of its properties or assets is bound(other than any Liens created hereunder), where any such violation or conflict withreferred to in clauses (b) and (c) of this Section 4.8 would reasonably be expected to have, result individually or in the aggregate, a breach Material Adverse Effect. Pledgor has duly obtained all necessary authorizations, consents, licenses, orders or approvals of or constitute (with due notice registrations or lapse of time or both) a default under, any such note, indenture, mortgage, agreement or other instrument, or result in the creation or imposition of any lien of any nature whatsoever upon any of the properties or assets of DO, limited in the case of clauses (ii) or (iii), to those matters which would have a material adverse effect on DO or the transaction contemplated hereby. (d) No material authorization, approval, order, license, permit, franchise or consent and no material registration, declaration, notice or filing by or declarations with any court, administrative agency Governmental Authority or any other governmental authority is Person required for in connection with the execution and delivery by DO of this Agreement and the Confidence Agreement or the consummation by it performance of the transactions contemplated hereby by this Agreement and thereby. (e) OM each Material Project Contract to which it is a division party, and such authorizations, consents, licenses, orders or approvals of DO. or registrations or declarations are in full force and effect, in each case, except for (fi) The representations the filing of UCC financing statements (or the filing of financing statements under any other local equivalent) or (ii) such consents, authorizations, filings, licenses or other actions that have either (A) been made or obtained and warranties contained are in full force and effect, (B) are listed on Schedule 4.8 hereto or (C) such actions, consents, approvals, registrations or filings the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect. There are no actions, suits, investigations or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending against, or, to the knowledge of the Pledgor, threatened in writing against or affecting, the Pledgor or any business, property or rights of the Pledgor which (a) individually or in the aggregate would reasonably be expected to have a Material Adverse Effect or (b) purport to affect or pertain to this paragraph 11 of Section IV do not contain any untrue statement of a material factAgreement or the Guarantee, Liens or security interests created or purported to be created pursuant to this Agreement. Since December 31, 2022, there has been no occurrence, development, change, event, or omit loss which has resulted in or would reasonably be expected to state a material fact necessary to make have, individually or in the statements contained therein not misleadingaggregate, any Material Adverse Effect.

General Representations. DO represents and warrants to CCSI that: (a) DO The Pledgor is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware its organization and is duly licensed or qualified to do business as a foreign corporation in each jurisdiction in which the nature of the business transacted by it or the character of the property owned or leased by it makes such licensing or qualification by it necessary, except to the extent that such failure to be so licensed or qualified does not have a material adverse affect on DO. DO has all requisite corporate full power and authority to own its property and operate its properties assets and to carry on its business as it is now being conducted and to execute execute, deliver and deliver perform its obligations under this Agreement. Pledgor has duly authorized and taken all other necessary corporate action for the execution, delivery and performance of this Agreement. Pledgor has duly executed and delivered this Agreement, and this Agreement and each Material Project Contract to perform which the Pledgor is a party constitutes its obligations hereunder. (b) The execution and delivery by DO of this Agreement and the Confidence Agreement and the consummation by it of the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action of DO. This Agreement and the Confidence Agreement constitute the legal, valid and binding obligation of DOthe Pledgor, enforceable against it in accordance with their terms, its terms against the Pledgor except to the extent that such enforcement as enforceability thereof may be limited by applicable bankruptcy, insolvency insolvency, moratorium and other similar laws affecting creditors' rights generally. laws, by equitable principles, whether considered at law or in equity and any implied covenants of good faith and fair dealing and for filings and registrations necessary to create or perfect Liens on the Collateral granted by the Pledgor in favor of the Secured Parties. Pledgor’s execution and delivery of this Agreement, the performance of the transactions contemplated hereby and by the Material Project Contracts and the fulfillment of the terms hereof and thereof will not (a) violate any of its Governing Documents or conflict with or violate its contractual obligations, (b) violate any order, judgment or decree of governmental authority binding on it, (c) The execution and delivery by DO of this Agreement and the Confidence Agreement and the performance of its obligations hereunder and thereunder does not violate (i) the Certificate of Incorporation or By-Laws of DOany applicable Laws, or (iid) any law, rule, regulation, judgment, award result in or decree require the creation or imposition of any court or other governmental authority, or (iii) any note, indenture, mortgage, agreement or other instrument to which DO is a party, or by which DO or Lien upon any of its properties or assets is bound(other than any Liens created hereunder), where any such violation or conflict withreferred to in clauses (b) and (c) of this Section 4.8 would reasonably be expected to have, result individually or in the aggregate, a breach Material Adverse Effect. Pledgor has duly obtained all necessary authorizations, consents, licenses, orders or approvals of or constitute (with due notice registrations or lapse of time or both) a default under, any such note, indenture, mortgage, agreement or other instrument, or result in the creation or imposition of any lien of any nature whatsoever upon any of the properties or assets of DO, limited in the case of clauses (ii) or (iii), to those matters which would have a material adverse effect on DO or the transaction contemplated hereby. (d) No material authorization, approval, order, license, permit, franchise or consent and no material registration, declaration, notice or filing by or declarations with any court, administrative agency Governmental Authority or any other governmental authority is Person required for in connection with the execution and delivery by DO of this Agreement and the Confidence Agreement or the consummation by it performance of the transactions contemplated hereby by this Agreement and thereby. (e) OM each Material Project Contract to which it is a division party, and such authorizations, consents, licenses, orders or approvals of DO. or registrations or declarations are in full force and effect, in each case, except for (fi) The representations the filing of UCC financing statements (or the filing of financing statements under any other local equivalent) or (ii) such consents, authorizations, filings, licenses or other actions that have either (A) been made or obtained and warranties contained are in full force and effect, (B) are listed on Schedule 4.8 hereto or (C) such actions, consents, approvals, registrations or filings the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect. There are no actions, suits, investigations or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending against, or, to the knowledge of the Pledgor, threatened in writing against or affecting, the Pledgor or any business, property or rights of the Pledgor which (a) individually or in the aggregate would reasonably be expected to have a Material Adverse Effect or (b) purport to affect or pertain to this paragraph 11 of Section IV do not contain any untrue statement of a material factAgreement or the Guarantee, Liens or security interests created or purported to be created pursuant to this Agreement. Since December 31, 2023, there has been no occurrence, development, change, event, or omit loss which has resulted in or would reasonably be expected to state a material fact necessary to make have, individually or in the statements contained therein not misleadingaggregate, any Material Adverse Effect.

General Representations. DO The Seller hereby represents and warrants to CCSI thatCity Capital and the Depositor as of the date of this Agreement, or as of such other date as is specifically provided, as follows: (a1) DO The Seller is a corporation national bank, duly organized, validly existing existing, and in good standing under the laws of the State United States of Delaware and is duly licensed or qualified to do business as a foreign corporation in each jurisdiction in which America. The Seller has the nature of the business transacted by it or the character of the property owned or leased by it makes such licensing or qualification by it necessary, except to the extent that such failure to be so licensed or qualified does not have a material adverse affect on DO. DO has all requisite corporate full power and authority to own and operate its properties and to carry on conduct its business as it its business is now being conducted presently conducted. (2) The Seller has the full power, authority, and legal right to transfer and convey the Home Loans to City Capital, and has the full power, authority (corporate and other) and legal right to execute and deliver deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of, this Agreement and to perform its obligations hereunderAgreement. (b3) The execution This Agreement has been duly and validly authorized, executed, and delivered by the Seller and (assuming the due authorization, execution, and delivery hereof by DO of this Agreement City Capital and the Confidence Agreement Depositor) constitutes the valid, legal, and the consummation by it binding agreement of the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action of DO. This Agreement and the Confidence Agreement constitute the legal, valid and binding obligation of DOSeller, enforceable against it the Seller in accordance with their its terms, except subject to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and insolvency, reorganization, receivership, moratorium, or other similar laws affecting creditors' rights generallygenerally and to general principles of equity, regardless of whether such enforcement is sought in a proceeding in equity or at law. (c4) The No consent, approval, authorization, or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery, and performance of or compliance by the Seller with this Agreement or the consummation by the Seller of any other transaction contemplated hereby. (5) Neither the execution and delivery by DO of this Agreement and by the Confidence Agreement and Seller, nor the performance consummation by the Seller of its obligations hereunder and thereunder does not violate the transactions herein contemplated, nor compliance with the provisions hereof by the Seller, will (iA) the Certificate of Incorporation conflict with or By-Laws of DOresult in a breach of, or (ii) constitute a default under, any of the provisions of the Seller's organizational documents or by-laws, or any law, rule, governmental rule or regulation, or any judgment, award decree, or decree order binding on the Seller or any of its properties, or any of the provisions of any court or other governmental authority, or (iii) any note, indenture, mortgage, agreement deed of trust, contract, or other instrument to which DO the Seller is a party, party or by which DO the Seller is bound or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or bothB) a default under, any such note, indenture, mortgage, agreement or other instrument, or result in the creation or imposition of any lien of any nature whatsoever upon any of the properties lien, charge, or assets of DO, limited in the case of clauses (ii) or (iii), to those matters encumbrance which would have a material adverse effect on DO upon any of the Seller's properties pursuant to the terms of any such indenture, mortgage, deed of trust, contract, or the transaction contemplated herebyother instrument. (d6) No material authorizationThere are no actions, approvalsuits, orderproceedings, licenseor investigations pending or, permitto the Seller's knowledge, franchise threatened against the Seller that should reasonably be expected to affect adversely the transfer of the Home Loans to City Capital, the issuance of the Notes, or consent and no material registrationthe execution, declarationdelivery, notice performance, or filing by or with any court, administrative agency or other governmental authority is required for the execution and delivery by DO enforceability of this Agreement and or have a material adverse effect on the Confidence Agreement or the consummation by it financial condition of the transactions contemplated hereby and therebySeller. (e7) OM is a division The Seller is, and, immediately prior to the sale of DOthe Home Loans to City Capital, the Seller will be, the sole owner of, and will have good, indefeasible and marketable title to, the Home Loans, subject to no prior lien, mortgage, security interest, pledge, charge, or other encumbrance, except any lien to be released prior to or concurrently with the purchase of the Home Loans by City Capital. Following the sale of the Home Loans, City Capital will own such Home Loans, free and clear of any prior lien, mortgage, security interest, pledge, charge, or other encumbrance, except the lien created by the Indenture. (f8) The Seller has not dealt with any broker, investment banker, agent or other person that may be entitled to any commission or compensation in connection with the Sales of the Home Loans. (9) The representations Seller will treat the transfer of the Home Loans to City Capital as a sale on its books and warranties contained records in accordance with generally accepted accounting principles. (10) With respect to each Home Loan, the Seller is in possession of each of the Mortgage Loan Documents required to be included in the related Home Loan File (except to the extent such Home Loan File has been delivered to the Custodian or Indenture Trustee as described in this paragraph 11 Agreement). (11) The description of Section IV do the Home Loans set forth in the Prospectus Supplement under the heading "The Home Loan Pool" does not contain any untrue statement of a any material fact, fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements contained therein therein, in light of the circumstances under which they are made, not misleading. (12) The consideration received by the Seller upon the sale of the Home Loans under this Agreement constitutes fair consideration and reasonably equivalent value for the Home Loans. (13) The Seller is solvent and the sale of the Home Loans to City Capital as contemplated hereby will not cause the Seller to become insolvent. The sale of the Home Loans to City Capital is not undertaken with the intent to hinder, delay or defraud any of the Seller's creditors. (14) On the Closing Date, 55% or more (by aggregate principal balance) of the Home Loans do not constitute "real estate mortgages" for the purpose of Treasury Regulation Section.301.7701 under the Code. For this purpose a Home Loan does not constitute a "real estate mortgage" if: (i) The Home Loan is not secured by an interest in real property, or (ii) The Home Loan is not an "obligation principally secured by an interest in real property." For this purpose an "obligation is principally secured by an interest in real property" if it satisfies either test set out in paragraph (1) or paragraph (2) below. (1) The 80-percent test. An obligation is principally secured by an interest in real property if the fair market value of the interest in real property securing the obligation (A) was at least equal to 80 percent of the adjusted issue price of the obligation at the time the obligation was originated (or, if later, the time the obligation was significantly modified); or (B) is at least equal to 80 percent of the adjusted issue price of the obligation on the Closing Date. For purposes of this paragraph (1), the fair market value of the real property interest must be first reduced by the amount of any lien on the real property interest that is senior to the obligation being tested, and must be further reduced by a proportionate amount of any lien that is in parity with the obligation being tested, in each case before the percentages set forth in (1)(A) and (1)(B) are determined. The adjusted issue price of an obligation is its issue price plus the amount of accrued original issue discount, if any, as of the date of determination.

General Representations. DO represents and warrants to CCSI that: (a) DO The Pledgor is a corporation duly organized, validly existing and in good standing under the laws of the State jurisdiction of Delaware its organization and is duly licensed or qualified to do business as a foreign corporation in each jurisdiction in which the nature of the business transacted by it or the character of the property owned or leased by it makes such licensing or qualification by it necessary, except to the extent that such failure to be so licensed or qualified does not have a material adverse affect on DO. DO has all requisite corporate full power and authority to own its property and operate its properties assets and to carry on its business as it is now being conducted and to execute execute, deliver and deliver perform its obligations under this Agreement. Pledgor has duly authorized and taken all other necessary corporate action for the execution, delivery and performance of this Agreement. Pledgor has duly executed and delivered this Agreement, and this Agreement and each Material Project Contract to perform which the Pledgor is a party constitutes its obligations hereunder. (b) The execution and delivery by DO of this Agreement and the Confidence Agreement and the consummation by it of the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action of DO. This Agreement and the Confidence Agreement constitute the legal, valid and binding obligation of DOthe Pledgor, enforceable against it in accordance with their terms, its terms against the Pledgor except to the extent that such enforcement as enforceability thereof may be limited by applicable bankruptcy, insolvency insolvency, moratorium and other similar laws affecting creditors' rights generally. laws, by equitable principles, whether considered at law or in equity and any implied covenants of good faith and fair dealing and for filings and registrations necessary to create or perfect Liens on the Collateral granted by the Pledgor in favor of the Secured Parties. ▇▇▇▇▇▇▇’s execution and delivery of this Agreement, the performance of the transactions contemplated hereby and by the Material Project Contracts and the fulfillment of the terms hereof and thereof will not (a) violate any of its Governing Documents or conflict with or violate its contractual obligations, (b) violate any order, judgment or decree of governmental authority binding on it, (c) The execution and delivery by DO of this Agreement and the Confidence Agreement and the performance of its obligations hereunder and thereunder does not violate (i) the Certificate of Incorporation or By-Laws of DOany applicable Laws, or (iid) any law, rule, regulation, judgment, award result in or decree require the creation or imposition of any court or other governmental authority, or (iii) any note, indenture, mortgage, agreement or other instrument to which DO is a party, or by which DO or Lien upon any of its properties or assets is bound(other than any Liens created hereunder), where any such violation or conflict withreferred to in clauses (b) and (c) of this Section 4.8 would reasonably be expected to have, result individually or in the aggregate, a breach Material Adverse Effect. Pledgor has duly obtained all necessary authorizations, consents, licenses, orders or approvals of or constitute (with due notice registrations or lapse of time or both) a default under, any such note, indenture, mortgage, agreement or other instrument, or result in the creation or imposition of any lien of any nature whatsoever upon any of the properties or assets of DO, limited in the case of clauses (ii) or (iii), to those matters which would have a material adverse effect on DO or the transaction contemplated hereby. (d) No material authorization, approval, order, license, permit, franchise or consent and no material registration, declaration, notice or filing by or declarations with any court, administrative agency Governmental Authority or any other governmental authority is Person required for in connection with the execution and delivery by DO of this Agreement and the Confidence Agreement or the consummation by it performance of the transactions contemplated hereby by this Agreement and thereby. (e) OM each Material Project Contract to which it is a division party, and such authorizations, consents, licenses, orders or approvals of DO. or registrations or declarations are in full force and effect, in each case, except for (fi) The representations the filing of UCC financing statements (or the filing of financing statements under any other local equivalent) or (ii) such consents, authorizations, filings, licenses or other actions that have either (A) been made or obtained and warranties contained are in full force and effect, (B) are listed on Schedule 4.8 hereto or (C) such actions, consents, approvals, registrations or filings the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect. There are no actions, suits, investigations or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending against, or, to the knowledge of the Pledgor, threatened in writing against or affecting, the Pledgor or any business, property or rights of the Pledgor which (a) individually or in the aggregate would reasonably be expected to have a Material Adverse Effect or (b) purport to affect or pertain to this paragraph 11 of Section IV do not contain any untrue statement of a material factAgreement or the Guarantee, Liens or security interests created or purported to be created pursuant to this Agreement. Since December 31, 2022, there has been no occurrence, development, change, event, or omit loss which has resulted in or would reasonably be expected to state a material fact necessary to make have, individually or in the statements contained therein not misleadingaggregate, any Material Adverse Effect.

General Representations. DO The Seller hereby represents and warrants to CCSI thatCity Capital and the Depositor as of the date of this Agreement, or as of such other date as is specifically provided, as follows: (a1) DO The Seller is a corporation national bank, duly organized, validly existing existing, and in good standing under the laws of the State United States of Delaware and is duly licensed or qualified to do business as a foreign corporation in each jurisdiction in which America. The Seller has the nature of the business transacted by it or the character of the property owned or leased by it makes such licensing or qualification by it necessary, except to the extent that such failure to be so licensed or qualified does not have a material adverse affect on DO. DO has all requisite corporate full power and authority to own and operate its properties and to carry on conduct its business as it its business is now being conducted presently conducted. (2) The Seller has the full power, authority, and legal right to transfer and convey the Home Loans to City Capital, and has the full power, authority (corporate and other) and legal right to execute and deliver deliver, engage in the transactions contemplated by, and perform and observe the terms and conditions of, this Agreement and to perform its obligations hereunderAgreement. (b3) The execution This Agreement has been duly and validly authorized, executed, and delivered by the Seller and (assuming the due authorization, execution, and delivery hereof by DO of this Agreement City Capital and the Confidence Agreement Depositor) constitutes the valid, legal, and the consummation by it binding agreement of the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action of DO. This Agreement and the Confidence Agreement constitute the legal, valid and binding obligation of DOSeller, enforceable against it the Seller in accordance with their its terms, except subject to the extent that such enforcement may be limited by applicable bankruptcy, insolvency and insolvency, reorganization, receivership, moratorium, or other similar laws affecting creditors' rights generallygenerally and to general principles of equity, regardless of whether such enforcement is sought in a proceeding in equity or at law. (c4) The No consent, approval, authorization, or order of or registration or filing with, or notice to, any governmental authority or court is required for the execution, delivery, and performance of or compliance by the Seller with this Agreement or the consummation by the Seller of any other transaction contemplated hereby. (5) Neither the execution and delivery by DO of this Agreement and by the Confidence Agreement and Seller, nor the performance consummation by the Seller of its obligations hereunder and thereunder does not violate the transactions herein contemplated, nor compliance with the provisions hereof by the Seller, will (iA) the Certificate of Incorporation conflict with or By-Laws of DOresult in a breach of, or (ii) constitute a default under, any of the provisions of the Seller's organizational documents or by-laws, or any law, rule, governmental rule or regulation, or any judgment, award decree, or decree order binding on the Seller or any of its properties, or any of the provisions of any court or other governmental authority, or (iii) any note, indenture, mortgage, agreement deed of trust, contract, or other instrument to which DO the Seller is a party, party or by which DO the Seller is bound or any of its properties or assets is bound, or conflict with, result in a breach of or constitute (with due notice or lapse of time or bothB) a default under, any such note, indenture, mortgage, agreement or other instrument, or result in the creation or imposition of any lien of any nature whatsoever upon any of the properties lien, charge, or assets of DO, limited in the case of clauses (ii) or (iii), to those matters encumbrance which would have a material adverse effect on DO upon any of the Seller's properties pursuant to the terms of any such indenture, mortgage, deed of trust, contract, or the transaction contemplated herebyother instrument. (d6) No material authorizationThere are no actions, approvalsuits, orderproceedings, licenseor investigations pending or, permitto the Seller's knowledge, franchise threatened against the Seller that should reasonably be expected to affect adversely the transfer of the Home Loans to City Capital, the issuance of the Notes, or consent and no material registrationthe execution, declarationdelivery, notice performance, or filing by or with any court, administrative agency or other governmental authority is required for the execution and delivery by DO enforceability of this Agreement and or have a material adverse effect on the Confidence Agreement or the consummation by it financial condition of the transactions contemplated hereby and therebySeller. (e7) OM is a division The Seller is, and, immediately prior to the sale of DOthe Home Loans to City Capital, the Seller will be, the sole owner of, and will have good, indefeasible and marketable title to, the Home Loans, subject to no prior lien, mortgage, security interest, pledge, charge, or other encumbrance, except any lien to be released prior to or concurrently with the purchase of the Home Loans by City Capital. Following the sale of the Home Loans, City Capital will own such Home Loans, free and clear of any prior lien, mortgage, security interest, pledge, charge, or other encumbrance, except the lien created by the Indenture. (f8) The Seller has not dealt with any broker, investment banker, agent or other person that may be entitled to any commission or compensation in connection with the Sales of the Home Loans. (9) The representations Seller will treat the transfer of the Home Loans to City Capital as a sale on its books and warranties contained records in accordance with generally accepted accounting principles. (10) With respect to each Home Loan, the Seller is in possession of each of the Mortgage Loan Documents required to be included in the related Home Loan File (except to the extent such Home Loan File has been delivered to the Custodian or Indenture Trustee as described in this paragraph 11 Agreement). (11) The description of Section IV do the Home Loans set forth in the Prospectus Supplement under the heading "The Pool" does not contain any untrue statement of a any material fact, fact or omit to state a any material fact required to be stated therein or necessary in order to make the statements contained therein therein, in light of the circumstances under which they are made, not misleading. (12) The consideration received by the Seller upon the sale of the Home Loans under this Agreement constitutes fair consideration and reasonably equivalent value for the Home Loans. (13) The Seller is solvent and the sale of the Home Loans to City Capital as contemplated hereby will not cause the Seller to become insolvent. The sale of the Home Loans to City Capital is not undertaken with the intent to hinder, delay or defraud any of the Seller's creditors. (14) On the Closing Date, 55% or more (by aggregate principal balance) of the Home Loans do not constitute "real estate mortgages" for the purpose of Treasury Regulation ss.301.7701 under the Code. For this purpose a Home Loan does not constitute a "real estate mortgage" if: (i) The Home Loan is not secured by an interest in real property, or --- (ii) The Home Loan is not an "obligation principally secured by an --- interest in real property." For this purpose an "obligation is principally secured by an interest in real property" if it satisfies either test set ------ out in paragraph (1) or paragraph (2) below. (1) The 80-percent test. An obligation is principally secured by an interest in real property if the fair market value of the interest in real property securing the obligation (A) was at least equal to 80 percent of the adjusted issue price of the obligation at the time the obligation was originated (or, if later, the time the obligation was significantly modified); or (B) is at least equal to 80 percent of the adjusted issue price of the obligation on the Closing Date. For purposes of this paragraph (1), the fair market value of the real property interest must be first reduced by the amount of any lien on the real property interest that is senior to the obligation being tested, and must be further reduced by a proportionate amount of any lien that is in parity with the obligation being tested, in each case before the percentages set forth in (1)(A) and (1)(B) are determined. The adjusted issue price of an obligation is its issue price plus the amount of accrued original issue discount, if any, as of the date of determination.